PCMS Services Clause Samples
The "PCMS Services" clause defines the specific services that the provider will deliver under the agreement, typically related to Project and Construction Management Services (PCMS). This clause outlines the scope of work, which may include tasks such as project planning, coordination, supervision, and reporting throughout the construction process. By clearly delineating the responsibilities and deliverables associated with PCMS, the clause ensures both parties have a mutual understanding of expectations, thereby reducing the risk of disputes and ensuring project objectives are met efficiently.
PCMS Services. SRI shall not take any action that could impair or otherwise diminish the reputation of Aesculap, Aesculap Products or the PCMS Services.
PCMS Services. Aesculap shall enter into all contracts with Customers with respect to PCMS Services. Unless otherwise agreed by the parties, SRI shall not be a party to any Customer Agreement for the provision of PCMS Services. Aesculap will establish the pricing for PCMS Services based upon Aesculap's pricing guidelines in effect from time to time.
PCMS Services. (a) Within sixty(60) days after each month during the Term, Aesculap shall pay to SRI an amount equal to thirty percent (30%) (the "PCMS Percentage") of the PCMS Profits realized by Aesculap with respect to PCMS Customer Agreements during the prior month.
(b) At the time of each payment under Section 6.2(a), Aesculap shall provide SRI with a Payment Statement with respect to the items on which Aesculap bases its calculations of payment.
PCMS Services. Aesculap shall provide all billing and collection services associated with PCMS Services.
PCMS Services. SRI shall not publish or use any sales, marketing or promotional literature relating to PCMS Services ("PCMS Advertising") without Aesculap's written consent. Once approved, PCMS Advertising may be repeated by SRI without additional approval of Aesculap, unless Aesculap revokes its approval upon a minimum of five (5) business days' advance written notice. SRI shall make no warranties or representations with respect to PCMS Services, except as expressly approved in writing by Aesculap.
PCMS Services. In the event that the PCMS Profit Margin derived by Aesculap is less than forty percent (40%) for any calendar year throughout the Term, Aesculap shall have the right, upon written notice to SRI within sixty (60) days following the end a Completed Measurement Period to cause SRI to enter into good faith discussions and negotiations regarding a a fair and equitable adjustment to the PCMS Percentage (a "PCMS Percentage Adjustment") for the calendar year immediately following such Completed Measurement Period. No PCMS Percentage Adjustment shall be effective and binding upon the parties hereto unless the PCMS Percentage Adjustment has been agreed to in writing by both SRI and Aesculap; provided, however, if SRI and Aesculap are unable to agree upon a fair and equitable PCMS Percentage Adjustment within forty-five (45) days following the commencement of discussions and negotiations with respect thereto, at the written request of either party, the parties shall submit the matter to binding arbitration to determine a fair and equitable PCMS Percentage Adjustment, if any, and the resulting PCMS Profit Margin that Aesculap would derive after such PCMS Percentage Adjustment. The arbitration shall be conducted by a panel of three (3) arbitrators having sufficient industry experience and qualifications and reasonably satisfactory to both SRI and Aesculap. The arbitrators shall be have the right to conduct such investigation of the respective books and records of each of Aesculap (on a non-consolidated basis, not including the financial information of any Affiliates of Aesculap) and SRI in connection with its determination of the PCMS Percentage Adjustment. The determination by the arbitrators shall be based upon such factors that the arbitrator deems relevant in connection therewith including, without limitation, (a) the parties intended for Aesculap to derive a PCMS Profit Margin of not less than forty percent (40%) for the PCMS Services, (b) the PCMS Profit Margin of Aesculap prior to any request for a Percentage Adjustment hereunder, (c) the change, if any, in the market for PCMS Services and (d) any changes in circumstances that have resulted in the PCMS Percentage Adjustment request hereunder including whether those changes were temporary or long-term. If SRI and Aesculap are unable to agree upon mutually satisfactory arbitrators to resolve their disagreement regarding a fair and equitable PCMS Percentage Adjustment, such arbitrators shall be selected pursuant t...