TEMPORARY PRICE ADJUSTMENT Clause Samples

TEMPORARY PRICE ADJUSTMENT. (INCREASE). Notwithstanding any provision to the contrary, Enterprise Services may review, evaluate, and, as appropriate in its sole determination, implement temporary price adjustments (increase) to some or all Contract prices for Goods and/or Services impacted by unexpected macroeconomic conditions that create unforeseen costs that are beyond the Contract’s applicable economic price adjustment provision, if any; Provided, however, that: (a) Contractor must request such temporary price adjustment in writing and set forth the unexpected macroeconomic conditions that create unforeseen costs that are adversely impacting Contractor’s specific Goods and/or Services; (b) The unforeseen costs must be beyond the Contractor’s reasonable control, and must be impacting the broader industry/market segment (if the unforeseen costs are impacting only Contractor and not its competitors, there will be no temporary price adjustment); (c) The unforeseen costs must not be part of any other price adjustment (e.g., a PPI inflation adjustment) allowed or provided by the Contract and, if granted by Enterprise Services, the impact of any temporary price adjustment will be considered by Enterprise Services and factored into any other price adjustments as allowed or provided by the Contract; (d) Contractor must propose to Enterprise Services a reasonable, temporary price adjustment that, based on a material input percentage basis (or similar appropriate metric) for the Goods and/or Services equitably aligns Contract prices for impacted Goods and/or Services with the Contract’s allocation of risk/return (e.g., Contractor’s margin) as of the effective date of the Contract; (e) Contractor must document to Enterprise Services that Contractor already has implemented equivalent or greater price adjustments for Contractor’s Goods and/or Services to other non-affiliated customers outside of the Contract based on the unforeseen costs identified to Enterprise Services; (f) Contractor, acting in good faith, also must evaluate and, as appropriate, propose temporary price adjustments downward if Contractor experiences unforeseen decreased costs pertaining to the Goods and/or Services; (g) Enterprise Services, acting in good faith, shall have sole discretion to approve the scope, amount, and duration of any temporary price adjustment increase; (h) Enterprise Services and Contractor, acting in good faith, shall collaborate to design and implement the scope, amount, and duration of any temporary ...