Technical Difficulties. If it becomes apparent to either Kemwell or the Client at any Stage in the provision of any Services that, as a result of scientific or technical reasons out of the reasonable control of either Party (“Technical Difficulties”), it will not be possible to complete the Services in the manner described in this Agreement or in SOW(s) or any Change Order thereto, the relevant Party will (a) identify the problem and notify the other Party in writing within [***], (b) submit the problem in writing to senior management of each Party, and (c) negotiate [***] for a [***] period regarding how to resolve such problem in a [***] manner. If the Parties do not agree on a reasonable resolution to the problems within such [***] period, neither Party shall be liable for any failure to perform any of their respective obligations under this Agreement if the performance is prevented, hindered or delayed by such Technical Difficulties, and the issue shall be [***] referred to the Client and, based on the discussion between Kemwell and Client, the Client may suspend either Parties’ obligations under the Agreement for so long as the Technical Difficulties are not resolved in the manner contemplated in this Agreement.
Appears in 2 contracts
Sources: Master Services Agreement (Shattuck Labs, Inc.), Master Services Agreement (Shattuck Labs, Inc.)