Performance and Implementation Clause Samples

Performance and Implementation. Supplier shall perform and provide the ERP and C&RC Implementation Services and deliverables set forth in Schedule D and thereby implement the ERP Solution and the C&RC Solution in accordance Schedules D.1, D.2 and D.3, respectively, subject to the provisions of Schedule K and Sections 10.2 and 18.2, as applicable. Supplier shall provide all cooperation and assistance reasonably required or requested by Triad in connection with Triad’s and Eligible Recipients obligations under Section 4.3(c)(vii). Subject to Sections 10.2 and 18.2, Supplier shall (i) design the ERP Solution and C&RC Solution to avoid any Adverse Impacts, (ii) develop the ERP Implementation Plan and C&RC Implementation Plan to avoid any Adverse Impacts, and (iii) perform Supplier’s obligations regarding the ERP Solution and C&RC Solution such that there will be no Adverse Impact. For the purpose of this Section, an “Adverse Impact” shall consist of: (i) a disruption or an adverse impact on the business or operations of Triad or the Eligible Recipients, (ii) degradation of the Services then being or to be received by Triad or the Eligible Recipients, and (iii) interference with Triad’s or the Eligible Recipients’ ability to obtain the full benefit of the Services, the ERP Solution, and the C&RC Solution, except in each case as may be otherwise expressly identified and provided in Schedule D. Prior to implementing any key component of the ERP Solution and the C&RC Solution, Supplier shall discuss with Triad all known Triad-specific material risks that are not otherwise identified and addressed in Schedule D. Supplier shall not proceed with such activity until Triad advises Supplier that Triad understands such risks and is reasonably satisfied with Supplier’s plans with regard to such risks. For the avoidance of doubt, Supplier acknowledges that, neither Supplier’s disclosure of any such risks to Triad nor Triad’s acquiescence in Supplier’s plans shall operate or be construed as limiting Supplier’s responsibilities under this Agreement. Supplier shall identify and resolve, with Triad’s reasonable assistance, any problems that reasonably may impede or delay the timely completion of any phase of the implementation of the ERP Solution and the C&RC Solution.