Substantial Nonperformance Clause Samples

Substantial Nonperformance. In the event Customer reasonably believes that Vendor has substantially failed to provide the Services, Customer will give to Vendor a written notice specifically describing the nature of such failure and the approximate date on which Vendor failed to so provide the Services. Upon receipt of such notice, Vendor shall have 30 days to cure such failure, unless such failure cannot be reasonably cured within such period and in such case Vendor shall have such additional time as may be necessary to cure such failure provided that Vendor is proceeding diligently to effect such cure. In the event Vendor fails to cure such failure within such time, and such failure has or will have a materially adverse effect upon Customer, Customer shall have a right to terminate this Agreement effective upon not less than 60 days prior notice to Vendor. Upon such termination, Vendor will reimburse Customer the actual monetary damages Customer incurred as a result of Vendor’s nonperformance; provided, however, in no event shall such damages exceed the limit of liability set forth in Section 9. The obligations of Vendor under this Section 7 are conditioned upon: (i) Vendor receiving a notice of nonperformance from Customer as required in this Section 7, and (ii) Vendor being reasonably satisfied upon investigation that the nonperformance was not a result of any negligent, improper or prohibited act or omission of Customer, or their employees or agents, or any other factor not directly within the reasonable control of Vendor. Customer shall promptly reimburse Vendor for any expenses incurred by Vendor in investigating or correcting any problem experienced by Customer which is not the responsibility of or solely caused by Vendor under this Agreement.

Substantial Nonperformance. In the event Customer reasonably believes that Vendor has substantially failed to provide a Service or otherwise fails to perform any term, condition or obligation hereunder (including any Addenda) in a manner that results in a material and adverse impact or effect on Customer, Customer will give to Vendor a written notice specifically describing the nature of such failure and the approximate date on which Vendor failed to so provide the Service or comply with such other term, condition or obligation. Upon receipt of such notice, Vendor shall have **** (****) days to cure any such failure that has actually occurred, or such longer time as mutually agreed upon by the parties provided that if such non-performance cannot reasonably be cured within such period of time and so long as Vendor is acting reasonably diligently to cure such non-performance, then Vendor shall have up to **** (****) additional days following the expiration of such initial **** day cure period, to cure such non-performance. In the event Vendor fails to cure such failure within such time, Customer shall have a right to terminate this Agreement effective upon not less than **** days prior notice to Vendor. Notwithstanding anything in this Section to the contrary, it shall be a material breach of this Agreement and Customer may terminate this Agreement in the event Vendor fails to complete and settle funds with Customer within **** (****) consecutive business days; provided that Vendor shall not be in breach to the extent that Vendor’s failure to settle results from a third party’s failure to settle or a Force Majeure Event. Customer may terminate this Agreement with respect to service levels only if explicitly permitted to do so in the Service Level Schedule to the Core Service Addendum to this Master Services Agreement. No failure of the Vendor to satisfy any service levels shall give rise to a termination right for the Customer pursuant to the first paragraph of this Section 7(b). Upon a termination by Customer pursuant to the first paragraph of this Section 7(b), Vendor will reimburse Customer **** damages Customer incurred as a result of Vendor’s nonperformance; provided, however, that such damages shall be subject to the limit on liability set forth in, and the other applicable provisions of, Section 9. The obligations of Vendor under this Section 7 are conditioned upon: (i) Vendor’s receipt of a notice of nonperformance from Customer as required in this Section 7; and, (ii) Vendor’s...

Substantial Nonperformance. If the Client fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect’s option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Client before suspending services. In that event, the Architect shall have no liability to the Client for delay or damage caused to the Client because of the suspension of services. The Architect shall be paid all sums due prior to the suspension and any expenses incurred in the interruption and resumption of the Architect’s services.