STANDBY CHARGES. In addition to the Estimated Fee, "Standby Charges" (as defined below) may be incurred in connection with Company's Services; provided, however, that Company will use reasonable, good faith, commercially reasonable efforts to avoid such Standby Charges, or, if unavoidable, to minimize such Standby Charges. "Standby Charges" shall mean those charges incurred and borne by Company for scheduled labor or facilities that are not used due to Client's delays, which charges Company deems unavoidable, as determined in its good faith, commercially reasonable judgment. Standby Charges, if any, will be billed at an overage rate which shall be mutually agreed upon in writing by the parties hereto and set forth in Exhibit "B", which rate shall be not less than Company's actual, out-of-pocket costs in connection with the applicable Standby Charges (inclusive of facilities held and/or labor scheduled).
Appears in 2 contracts
Sources: Digital Media Technical Services Agreement, Digital Media Technical Services Agreement