Common use of Substantial Nonperformance Clause in Contracts

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 MPS has substantially failed to provide the Services, Customer will give to Vendor MPS a written notice specifically describing the nature of such failure and the approximate date on which Vendor MPS failed to so provide the Services. Upon receipt of such notice, Vendor MPS shall have 30 days to cure such failure, unless such failure cannot be reasonably cured within such period and in such case Vendor MPS shall have such additional time as may be necessary to cure such failure provided that Vendor MPS is proceeding diligently to effect such cure. In the event Vendor MPS 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 VendorMPS. Upon such termination, Vendor MPS will reimburse Customer the actual monetary damages Customer incurred as a result of Vendor’s MPS's nonperformance; provided, however, in no event shall such damages exceed the limit of liability set forth in Section 9. The obligations of Vendor MPS under this Section 7 are conditioned upon: (i) Vendor MPS receiving a notice of nonperformance from Customer as required in this Section 7, and (ii) Vendor MPS 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 VendorMPS. Customer shall promptly reimburse Vendor MPS for any expenses incurred by Vendor MPS in investigating or correcting any problem experienced by Customer which is not the responsibility of or solely caused by Vendor MPS under this Agreement.