Survival and Material Breach Sample Clauses

Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction. EXHIBIT C Information, Integration, and Data Management Standards Information, Integrations, and Data Management are central capabilities needed to deliver information optimally, and to realize service value. Within most modern solutions data and interfacing is needed for both internal CPS and external systems. Vendor must capabilities must include the following, at a minimum: ● Must employ experts to work, in collaboration with CPS IT and business experts ● Aligned with district academic and administrative data management programs, which include aligning with IMS Global Standard for open operability, or allowing for open data exchange (for all data within the proposed system) using sfp, 3rd party API’s like Clever, or an open API for data exchanges. ● Ability to maintain logs of activities, status, and functional state of the solution ● Have an application architecture built with security in mine, using the latest industry techniques ● The hosted environment must be redundant, with no single points of failure, and have the capacity to handle District demands, and have the capabilities needed to recover from data loss or corruption ● Able to enable reporting and analytics (BI) ● Able to schedule routine imports and exports of data in an automated fashion ● Quality controls for data management within the user interface, and within data synchronization routines ● Leverage the CPS system of record for identity and access management (Rapid ID / XXXX for single sign on) ● For third party integrations - Document purpose, data exchanges, utility of integration, method of integrations, provide geography of operations, the name of the third party, and a formal CPS IT approval ● For educational platforms, support One-roster / IMS Global protocols A more comprehensive explanation of the requirements above are described in the sections below.
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Survival and Material Breach. It is understood and agreed that the provisions of this Section shall survive the termination or expiration of this Agreement. Moreover, it is further understood and agreed that Vendor's non-compliance with any of its obligations and responsibilities under this Section shall constitute a material breach of this Agreement, and the Board also shall have the right to withhold payments due under this Agreement until Vendor remedies any and all such non-compliance to the Board's reasonable satisfaction.
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Related to Survival and Material Breach

  • Material Breach A material breach for purposes of this Agreement shall include, but not be limited to:

  • Termination for Material Breach A party may terminate this Agreement immediately upon notice to the other parties if any of the other parties materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party that served the notice may choose to terminate only the affected Services.

  • Indemnification Related to Confidentiality of Materials The Contractor will protect, defend, indemnify, and hold harmless the Department for claims, costs, fines, and attorney’s fees arising from or relating to its designation of materials as trade secret or otherwise confidential.

  • Independence from Material Breach Determination Except as set forth in Section X.D.1.c, these provisions for payment of Stipulated Penalties shall not affect or otherwise set a standard for OIG’s decision that CHSI has materially breached this CIA, which decision shall be made at OIG’s discretion and shall be governed by the provisions in Section X.D, below.

  • Indemnification by Contractor (a) Contractor shall defend, indemnify and hold harmless District, its officers, directors, employees, agents, volunteers, and Affiliates and District’s Board of Education from any and all damages, costs and expenses, including attorneys’ fees, arising out of any third party claims for damages for bodily injury (including death) or for damage to real property or tangible personal property resulting from, arising out of or otherwise related to Contractor’s performance of this Agreement.

  • Termination and Breach 13.1 The termination of this Agreement or any part thereof however caused and the serving of notice to terminate shall be without prejudice to any obligations or rights of any of the parties which have accrued prior to such termination and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or to continue in effect after such termination

  • Exclusion for Material Breach of this CIA 1. Definition of Material Breach. A material breach of this CIA means:

  • Indemnification by Supplier Supplier shall indemnify, defend and hold Customer and its Affiliates harmless from and against any fines and penalties (and any costs incident thereto) arising solely from Supplier's action or inaction under the terms of this Agreement. In addition, Supplier shall indemnify, defend and hold Customer harmless from and against any Damages and Claims incurred by reason of:

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

  • BREACH; TERMINATION In the event of breach of any terms or conditions of this Agreement, if the breach has not been remedied within 30 days following receipt of written notice thereof from the other Party (provided that, if the breaching Party has commenced and is diligently pursuing efforts to cure such breach, then such 30-day period shall be extended until the earlier of (i) 30 additional days or (ii) end of diligent efforts to cure the breach). In the event of any proceedings by or against either Party in bankruptcy, insolvency or for appointment of any receiver or trustee or any general assignment for the benefit of creditors, the other Party may terminate this Agreement. If the Customer increases the capability or the capacity of the Facility to exceed 4.999 MW, this Agreement shall immediately terminate. The Company shall not be liable to the Customer for damages resulting from a termination pursuant to this paragraph. If the Customer's generating equipment produces zero (0) kilowatt-hours during any period of twelve (12) consecutive Billing Periods after the Commercial Operation Date, the Company may terminate this Agreement.

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