Common use of Performance Standard Clause in Contracts

Performance Standard. The Consultant: acknowledges that the University has entered into this Contract relying on the skill, care, expertise, experience and judgment of the Consultant; must perform all Services in a professional, competent and timely manner and with due care, skill and diligence at the level of an experienced and competent professional providing services of a similar nature to those which the Consultant is required to provide; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform the Services; must not subcontract any part of the Services without the University’s prior written approval; must comply fully and promptly at its own expense in all things with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the future affecting or relating in any way to the performance of the Services and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such Services; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required for the performance of the Services. Fees Payable to the Consultant The University shall pay the Fee in the manner specified in the Schedule. Unless otherwise agreed in advance, and in writing, the Fee is the total consideration payable. All instalments of the Fee shall be paid on account and no payment of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is received. The University may withhold payment of any amount which in good faith, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the Fee.

Performance Standard. The Consultant: acknowledges that (a) Seller shall provide, and cause its Personnel to provide, each Service in a professional and workmanlike manner and in accordance with all Specifications set forth in the University has entered into this Contract relying on BLA and other Acquired Regulatory Approvals, to the extent applicable to a Service, using knowledgeable, skilled and qualified Personnel who have not been disbarred or otherwise sanctioned by a Regulatory Authority, with substantially the same degree of skill, carequality, expertisevolume, experience scope, detail and judgment of care as its past practice in performing or causing to be performed the Consultant; must perform all Services in a professional, competent and timely manner and with due care, skill and diligence at for the level of an experienced and competent professional providing services of a similar nature to those which VOWST Business during the Consultant is required to provide; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, offensive or defamatory or prejudicial six (6) month period prior to the good name and reputation Effective Date (except to the extent changes in the provision of the University; will secure all permissions (including for the use of third party Intellectual PropertyServices are necessary due to Purchaser’s acts or omissions), licencesin each case, certificatesin accordance with industry standards, permits applicable guidelines and registrations required to perform the Services; must not subcontract any part of the Services without the University’s prior written approval; must comply fully and promptly at its own expense processes (but in all things cases with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or least reasonable care and at any time in the future affecting or relating in any way to the performance of the Services and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such Services; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required for the performance of the Services. Fees Payable to the Consultant The University shall pay the Fee least in the manner specified and at the levels that Seller provides, or causes to be provided, similar services for itself and its Affiliates), and, solely in the Schedule. Unless otherwise agreed case of the PRMS Services performed by Seller (which, for the avoidance of doubt, shall not include any Services performed by any Transferring Employee that is no longer an employee of Seller as of the Effective Date, regardless of whether such Transferring Employee use Seller’s payroll system after the Effective Date), in advance, and accordance with the PRMS Services Quality Standards set forth in writingthe Quality Agreement (collectively, the Fee is the total consideration payable. All instalments “Services Standard”), except as such Services differ because of the Fee shall be paid on account and no payment of an instalment shall be evidence need to follow corporate formalities or to keep Acquired Assets separate from other data or by virtue of the due performance transition of responsibility for the Services to Purchaser or its Affiliates. Notwithstanding the foregoing, nothing in this Agreement shall require Seller to favor Purchaser’s operation of the ConsultantAcquired Assets over Seller’s contract obligationsown business operation. (b) Under no circumstances shall either Party or its respective Representatives, Personnel, Affiliates or Subcontractors be held accountable to a greater standard of care or skill than the Services Standard. Invoices are processed by the University 30 days after the month in which the invoice is receivedEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW, EACH SERVICE PROVIDED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT IS FURNISHED WITHOUT CONDITION, WARRANTY OR OTHER TERM OF ANY KIND, EXPRESSED OR IMPLIED. The University may withhold payment of any amount which in good faithNEITHER PARTY NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise statedEXPRESS OR IMPLIED, all amounts payable under this Contract are expressed to be exclusive ofWITH RESPECT TO SUCH SERVICE AND ALL IMPLIED TERMS, but subject toWHETHER IMPLIED BY CUSTOM, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the FeeSTATUTE, COURSE OF DEALING OR OTHERWISE (INCLUDING ANY TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY EXCLUDED, IN EACH CASE, EXCEPT AS OTHERWISE SPECIFICALLY CONTEMPLATED BY THIS AGREEMENT.

Performance Standard. The Consultant: acknowledges that the University has entered into this Contract relying on the skill, care, expertise, experience and judgment of the Consultant; must perform all Services in a professional, competent and timely manner and with due care, skill and diligence at the level of an experienced and competent professional providing services of a similar nature to those which the Consultant is required to provide; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform the Services; must not subcontract any part of the Services without the University’s prior written approval; must comply fully and promptly at its own expense in all things with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the future affecting or relating in any way to the performance of the Services and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such Services; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless a) Unless otherwise agreed in writing provide at its own cost and expense all labourby the Parties, plant, tools and equipment reasonably required the Services shall be performed by the Service Provider (or such other provider pursuant to Section 1.2) for the performance Service Recipient (or in the case of Services not provided in that period, with a commercially reasonable standard of care). Service Provider shall comply with applicable laws in connection with the provision of the Services. (b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE PURCHASE AGREEMENT, THE SERVICE PROVIDER AND THE SERVICE RECIPIENT HEREBY EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. (c) In the event of any breach of this Agreement by the Service Provider with respect to any error in the provision of any Service, the Service Provider shall promptly notify the Service Recipient and, at the Service Recipient’s request, promptly correct such error or re-perform or re-deliver the work capable of being re-performed or re-delivered in accordance with the requirements of Schedule A at no charge. (d) The Service Provider shall have the right to shut down temporarily for routine maintenance or similar purposes the operation of the facilities, networks and/or systems providing any Service whenever in its judgment, reasonably exercised, such action is necessary. Fees Payable In the event such shutdown is nonscheduled, the Service Provider shall notify the Service Recipient as much in advance as reasonably practicable that such shutdown is required. Unless not feasible under the circumstances, this notice shall be given in writing. Where written notice is not feasible, the Service Provider shall give prompt oral notice, which notice shall be promptly confirmed in writing by the Service Provider. The Service Provider shall be relieved of its obligations to provide the Services affected by such maintenance only for the period of time that its facilities, networks and/or systems are so shut down but shall use commercially reasonable efforts to minimize each period of shutdown for such purpose and to schedule such shutdown so as not to inconvenience or disrupt the conduct of business by the Service Recipient. The Service Provider shall consult with the Service Recipient prior to temporary shutdowns to the Consultant The University shall pay the Fee extent reasonably practicable or, if not reasonably practicable, immediately thereafter in the manner specified in the Schedule. Unless otherwise agreed in advance, and in writing, the Fee is the total consideration payable. All instalments of the Fee shall be paid on account and no payment of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is receivedorder to establish alternative sources for such Services. The University may withhold payment of Service Provider shall use commercially reasonable efforts to perform Services related to network or computer related migration to avoid any amount which in good faith, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the Feenetwork downtime.

Performance Standard. The Consultant: acknowledges that (a) Service Provider shall perform the University has entered into this Contract relying on Services in good faith, in a workmanlike, reasonable and prudent manner, with at least the skill, same degree of care, expertise, experience judgment and judgment skill as implemented in its provision of services historically provided by Service Provider (or any of its Affiliates) in connection with its management and operation of the Consultant; must perform all Services Properties, in a professionalaccordance with customary business practices and standards in the oil and gas industry in comparable circumstances, competent and timely manner and with due carediligence and dispatch, skill and diligence at in material compliance with the level terms of an experienced all applicable leases and competent professional providing services of a similar nature to those which other contracts affecting the Consultant is required to provide; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegalProperties and/or this Agreement, offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform the Services; must not subcontract any part of the Services without the University’s prior written approval; must comply fully and promptly at its own expense in all things with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the future affecting or relating in any way to the performance of the Services and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such Services; must comply material compliance with all applicable University policies Laws. The standard of performance set forth in this Section 2.10 is referred to in this Agreement as the “Service Provider Standards.” (b) The Board shall have the right, following 48 hours’ notice (which notice must contain specific details of all actions or inaction in question to the extent actually known by Company) to Service Provider, to stop any activity of Service Provider conducted by a Third Party contractor or consultant that Company determines, based on information available to it at the time, fails to comply with, or is not in compliance with, the Service Provider Standards (unless Service Provider causes such Third Party contractor or consultant to bring such activities into compliance within such period) and procedures; must indemnify the Board shall have the right, but not the obligation, to require Service Provider to terminate the services being provided by (and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required no longer use for the performance of any Services under this Agreement) such Third Party contractor or consultant. (c) Service Provider shall not be in breach or default of the Services. Fees Payable Service Provider Standards if and to the Consultant The University extent such breach or default is caused by (i) Service Provider’s failure to perform any portion of the Services as a result of or due to Company’s material non-payment under this Agreement, and/or (ii) an express direction by any of the Company Group to Service Provider to take an action or refrain from taking an action. Further, Service Provider shall pay not be required to provide the Fee Services or conduct any activity or operation under this Agreement that Service Provider reasonably believes would be unsafe, endanger persons, property or the environment, or violate any Law. If Service Provider so believes that any such Services, activity or operation would be unsafe or so endanger any persons, property or the environment, then, except for in the manner specified in the Schedule. Unless otherwise agreed in advanceemergency situations, Service Provider shall promptly provide written notice to Company of such belief and reasonably consult with Company regarding any required efforts to mitigate any related issues, and take any actions to mitigate such issues in writingService Provider’s reasonable discretion. In an emergency situation, the Fee is the total consideration payable. All instalments Service Provider shall, as soon as reasonably practicable, provide notice to Company of the Fee shall be paid on account such situation and no payment any action or inaction of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is received. The University may withhold payment of any amount which in good faith, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the FeeService Provider.

Performance Standard. The Consultant: acknowledges that the University has entered into this Contract relying on the skill, care, expertise, experience and judgment of the Consultant; must perform all Services act in a professional, competent and timely manner and with due care, skill and diligence at the level of an experienced and competent professional providing services or deliverables of a similar nature to those which the Consultant is required to provideConsultant’s; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform provide the Services; must not subcontract any part of the Services its obligations under this Contract without the University’s prior written approval; must comply fully and promptly at its own expense in all things with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the future affecting or relating in any way to the performance provision of the Services and Deliverables and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such ServicesServices or Deliverables; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required for the performance provision of the ServicesServices and Deliverables. Fees Payable to the Consultant The University shall pay the Fee in the manner specified in the Schedule. Unless otherwise agreed in advance, and in writing, the Fee is the total consideration payable. All instalments of the Fee shall be paid on account and no payment of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is received. The University may withhold payment of any amount which in good faith, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the Fee.

Performance Standard. The Consultant: acknowledges that the University has entered into this Contract relying on the skill, care, expertise, experience and judgment of the Consultant; must perform all Services act in a professional, competent and timely manner and with due care, skill and diligence at the level of an experienced and competent professional providing services or deliverables of a similar nature to those which the Consultant is required to provideConsultant’s; warrants that no act or omission by it does or will infringe the intellectual property rights of any third party or is or will be illegal, offensive or defamatory or prejudicial to the good name and reputation of the University; will secure all permissions (including for the use of third party Intellectual Property), licences, certificates, permits and registrations required to perform provide the Services; must not subcontract any part of the Services its obligations under this Contract without the University’s prior written approval; must comply fully and promptly at its own expense in all things with all statutes, acts, ordinances, by-laws, proclamations, orders or regulations at present or at any time in the future affecting or relating in any way to the performance provision of the Services and Deliverables and with all requirements which may be made or notices or orders which may be given in respect of anything affected by such ServicesServices or Deliverables; must comply with all applicable University policies and procedures; must indemnify and keep the University fully indemnified from and against all actions, proceedings, claims, demands, charges, penalties, expenses and all other liabilities of whatsoever nature arising from the non-performance or breach of any of the Consultant’s contract obligations or any negligent or wilful conduct by the Consultant in the performance of this Contract; and must, unless otherwise agreed in writing provide at its own cost and expense all labour, plant, tools and equipment reasonably required for the performance provision of the Services. Fees Payable to the Consultant The University shall pay the Fee in the manner specified in the Schedule. Unless otherwise agreed in advance, Services and in writing, the Fee is the total consideration payable. All instalments of the Fee shall be paid on account and no payment of an instalment shall be evidence of the due performance of the Consultant’s contract obligations. Invoices are processed by the University 30 days after the month in which the invoice is received. The University may withhold payment of any amount which in good faith, it disputes is payable until the dispute is resolved so that the amount becomes payable. GST Unless otherwise stated, all amounts payable under this Contract are expressed to be exclusive of, but subject to, GST and both parties acknowledge that where GST is applied to any payment the amount payable shall be increased by multiplying the GST exclusive amount by the then applicable rate of GST. The Consultant shall provide the University with a proper GST invoice in relation to the FeeDeliverables.