The "Changes to Services" clause outlines the conditions under which modifications to the scope, nature, or execution of services may be implemented. It typically specifies the procedure for initiating changes, including the requirement for mutual agreement and potential adjustments to timelines and costs.
The Amended and Restated Sub-Advisory Agreement and accompanying changes in allocation of the Advisory Fees between the Adviser and the Sub-Adviser will not have an economic impact on the Advisory Fees payable by the Company or result in any changes to services provided by the Adviser or the Sub-Adviser to the Company. The Company’s board of directors unanimously approved the Amended and Restated Sub-Advisory Agreement pursuant to the requirements of the Investment Company Act of 1940, as amended.
New Changes to Services Schedules.
Effective as of the date hereof, the changes to the Services Schedules set forth on Exhibit C attached hereto are hereby approved and adopted.
Changes to Services. Any material changes to the Services, including the schedule, deliverables, and related fees, must be approved by the prior written consent of the Party not requesting the change.
Changes to Services: CLIENT may request changes to an SOW by submitting a Change Order (CO) request in writing. The SOW will be modified in writing as mutually agreed by the Parties, including any agreed upon adjustments to price or delivery schedule.
Changes to Services and Mastercard Requirements. Mastercard may make global changes to the Digitization Enablement Services and Mastercard Requirements from time to time. Provided that such changes are applicable to all similar network participants, Bank and/or VS may be required to implement changes to their systems in order to continue to use the Digital Payment Applications or the Digitization Enablement Services as part of the Plan. When such changes occur, Bank will notify VS within a commercially reasonable time of Mastercard’s disclosure of the changes to Bank. Each party shall be responsible for any costs incurred by it as a result of implementing any required changes.
Changes to Services. It is understood and agreed that Provider may from time to time modify, change or enhance the manner, nature and quality of any Service provided to Recipient to the extent Provider is making a similar change in the performance of such Services for Provider and its Subsidiaries; provided, however, that, except as set forth in Section 1.05(b), any such modification, change or enhancement will not reasonably be expected to materially negatively affect such Services. Provider shall furnish to Recipient substantially the same notice (in content and timing), if any, as Provider furnishes to its own organization with respect to such modifications, changes or enhancements.
Additional or Changes to Services after October 31, 2021
*The following fee changes implemented by the Transfer Agent in 2021 are included in the basis point fee structure as noted above:
•
Vision Annual Base Fee: $1,500
•
Digital Investor site install fees - $39,000 for the migration from FanWeb to Digital Investor
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Digital Investor annual base fees:
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Annual Digital Investor Base Fee - $30,000
•
Systematic Purchases - $1,300
•
Systematic Exchanges - $1,300
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Systematic Redemptions - $1,300
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Draft Check Reorders - $775
Fees are calculated pro rata and billed monthly
Changes to Services. Subject to Section 6.2(b) (Deprecation Policy), Google may make changes to the Services, which may include adding, updating, or discontinuing any Services or portion or feature(s) of the Services. Google will notify Customer of any material change to the Services.
Material Impact Renegotiation. If the change or deprecation of Services described in Sections 6.2(a) (Changes to Services or 6.2(b) (Deprecation Policy) has a material adverse impact on Customer and materially and negatively impacts the quality or usefulness of the impacted Services, the parties will discuss in good faith the terms of the Order Form for such impacted Services, and may re-negotiate in good faith the terms of the Order Form, including the associated Fees and Minimum Commitments.
Specifications Amendments and Technical Changes. Without limiting Section 2.2 (Change of Scope), changes to a Product’s Specifications or master batch record or to the Quality Agreement, and any other technical changes to Services, requested by either party will be implemented only following a technical and cost review by the parties, and are subject to Client and Cambrex reaching agreement on (i) appropriate revisions to prices and any other impacted fees under this Agreement and applicable Proposals due to increases or decreases in Cambrex’s costs and (ii) a timeframe for implementation by Cambrex.
Changes to Services.
(a) Change of Scope. Any material change in the scope or details of a Proposal or the assumptions upon which a Proposal is based (including (i) postponement of the agreed starting date for any Services or suspension of any Services by Client and (ii) changes to the Specifications or master batch record applicable to such Proposal) shall require a written amendment to the Proposal (such written amendment, a “Change of Scope”), regardless of whether the change requires any change in pricing or timelines. To the extent any Change of Scope involves changes in the pricing or timelines under such Proposal, any such change in pricing or timelines shall be set forth in such Change of Scope. Each Change of Scope will become effective when, and Cambrex shall not be obligated to perform any modified or additional Services until, it has been signed by both parties. Cambrex will be given a reasonable period of time within which to implement the changes. Both parties shall act promptly and in good faith when considering a Change of Scope requested by the other party. Where changes are at Client’s request for the purpose of enabling Client to comply with its commitments to Regulatory Authorities relating to submissions for Product approvals or required by Applicable Law, Cambrex shall not unreasonably withhold, condition or delay its consent to such change. Where a Change of Scope involves changes to the Specifications or master batch record applicable to any Proposal, or any other technical change, Section 2.2(b) (Specifications Amendments and Technical Changes) shall also apply.
Changes to Services.
(a)
Limitations on Changes. Google may update the Services, provided the updates do not result in a material reduction of the functionality, performance, availability, or security of the Services.
(b)
Discontinuance. Google will notify Customer at least 12 months before discontinuing any Service (or associated material functionality), and at least 36 months for any Key Service (or associated material functionality), in each case unless Google replaces such discontinued Service or functionality with a materially similar Service or functionality.
(c)
Support. Google will continue to provide product and security updates, and GCP Technical Support Services, until the conclusion of the applicable notice period under subsection (b) (Discontinuance).
(d)
Backwards Incompatible Changes. Google will notify Customer at least 12 months before significantly modifying a Customer-facing Google API in a backwards- incompatible manner.
4.2
Changes to Terms. Google may update the URL Terms, provided the updates do not (a) result in a material degradation of the overall security of the Services, (b) expand the scope of or remove any restrictions on Google’s processing of Customer Data as described in the Data Processing and Security Terms, or (c) have a material adverse impact on Customer’s rights under the URL Terms. Google will notify Customer of any material updates to URL Terms, in advance to the extent reasonably feasible.
4.3
Permitted Changes. Sections 4.1 (Changes to Services) and 4.2 (Changes to Terms) do not limit Google’s ability to make changes required to comply with applicable law or address a material security risk, or that are applicable to new or pre-general availability Services, offerings, or functionalities.
CHANGES TO SERVICES
8.1. Either Party may notify the other Party in writing of any change to the Services it proposes (a “Change”), specifying in as much detail as is reasonably practicable the nature of the proposed Change (a “Change Request”).
8.2. Within 5 (five) Business Days (or, in the event that the Change Request relates to a Service that the WSA Group is required to procure from a Third Party, 10 (ten) Business Days) after sending or receiving a Change Request, WSA shall provide HC with brief written information in relation to the relevant Change, including:
(a) brief details of the likely impact, if any, of the Change Request on the Services, and any significant likely impact on any other part of this Agreement; and
(b) an estimate of the cost of implementation and/or ongoing operation of the relevant Change, including any alteration of the Service charges or any additional Service charges.
Additional Services. Each Service will be provided to the Service Location specified on the Order Form only. Any relocation of a Service shall be an amendment of such Service requiring the consent of both Parties. Customer may order additional Services or locations in North America through additional Order Forms, which will be governed by this CSA. Customer’s account must be current in order to make changes to Services or order additional Services.
Changes to Services.
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3.6.1
Regulatory Changes. If a law or regulation is enacted or amended, or if any agency, body, or court of competent jurisdiction adopts or amends an interpretation of a law or regulation, that requires additional provisions to be included in this Agreement or a Work Order in order to implement a requirement that is applicable to this Agreement (“Regulatory Change”), Provider will implement such Regulatory Change in accordance with Applicable Law. [***].
3.6.2
Non-Regulatory Changes. In the event either Company or Provider requests a change (other than a Regulatory Change) [***]. Provider shall have no obligation to perform, and Company shall have no obligation to pay for, any additional or modified Services absent written agreement with respect thereto in a Work Order or one or more Change Orders agreed to and executed by Company, Legend and Provider as set forth in this Agreement.
3.7
Non-Conformance. Company reserves the right to refuse any Services and/or Deliverables if Provider does not, or the Services and/or Deliverables do not, conform to the obligations of this Agreement, the applicable Work Order and/or all Applicable Law. Acceptance of any part of the Services and/or Deliverables under this Agreement or a Work Order shall not bind Company to accept any non-conforming Services and/or Deliverables simultaneously provided by Provider, nor deprive Company of the right to reject any previous or future non-conforming Services and/or Deliverables. In the event that all or any portion of the Services and/or Deliverables provided to Company by or on behalf of Provider do not conform with Provider’s obligations under this Agreement and/or the subject Work Order, Company shall notify Provider in writing of the deficiency and [***]. Notwithstanding the foregoing, this Section will not be applicable to non-conforming Batches of Product, which are covered under Section 6.7 (Disputes Regarding Conformity), and Section 6.9 (Product Disposition for Non-Conforming Product).
Changes to Services. Each Provider and the Recipient shall mutually agree in writing on any additions or changes to any of the Services, including, as applicable, the manner in which any Services are provided.
Changes to Services. Google may make commercially reasonable updates to the Services from time to time. If Google makes a material change to the Services, Google will inform Customer by either sending an email to the Notification Email Address or alerting Customer through the Admin Console.
Notice of changes: Ours Media will provide notice to Tenants of any changes to services, fees, or other updates to the email addresses provided and through the Mobile App. It is Your responsibility to read such notices and keep Your e-mail address updated with Ours Media.
Changes to Services. In the event that Sponsor initiates a change that affects the conduct of the Services including, without limitation, a change to the Drug, Test Article or to the Protocol, CRO will prepare a change order to the SOW which shall reflect the adjustments to the budget and the schedule to be agreed upon in writing. Sponsor shall have ten (10) days to review and accept this change order. If the change order is not signed, it shall be deemed to not be accepted and the Sponsor and CRO shall work together to achieve a mutually acceptable change order. CRO shall not be held responsible for any delay or non-observance of its deadlines resulting from the changes initiated by Sponsor or resulting from failure to obtain the necessary information or instructions from Sponsor.
In the event that the provisions of Schedule B are amended upon mutual agreement of the parties to remove certain services from those required to be provided hereunder, the parties may agree upon a change to the fees payable under Schedule D, and the changes to services and fees shall become effective upon the date set forth in an executed amendment to this Agreement specifying those changes.
“Changes to Services” refers to any amendments, adjustments, or alterations made to the scope, schedule, deliverables, or terms of service provision in a contractual relationship. These changes are typically necessary to address evolving business needs, unforeseen circumstances, or improvements in service delivery.
When should I use Changes to Services?
You should consider implementing “Changes to Services” when:
There is a need to adapt to new client requirements or business environments.
Either party identifies inefficiencies or improvements in the service process.
External factors, such as regulations or market conditions, necessitate a modification of the contractual terms.
There is a strategic decision to enhance, reduce, or otherwise modify the range or nature of services offered.
How do I write Changes to Services?
When writing “Changes to Services,” ensure that the changes are clearly defined and agreed upon by both parties. Key elements to include are:
Description of Changes: Clearly outline what the changes entail.
Rationale: Provide a logical reasoning for the need for changes.
Impact Analysis: Detail how these changes will affect the current contract, including any financial implications, timelines, or deliverables.
Approvals: Specify who needs to approve the changes and how the approval will be documented.
Implementation Plan: Describe steps for implementing the changes and any associated risks.
Example: “Effective March 1, 2023, the delivery frequency of reports will change from a weekly basis to a bi-weekly basis to accommodate the client’s resource schedule. This change was reviewed and approved by both parties and will result in reduced service costs as agreed.”
Which contracts typically contain Changes to Services?
Contracts that commonly include “Changes to Services” clauses are:
Service Level Agreements (SLAs): Often have provisions for modifying service levels based on performance analytics or client feedback.
Managed Services Agreements: Include terms for making adjustments as technology or client needs evolve.
Consulting Agreements: Allow for changes as projects evolve or additional insights are uncovered.
Software as a Service (SaaS) Agreements: Facilitate changes when software updates, enhancements, or regulatory requirements are considered.
Construction Contracts: Include provisions for change orders due to design adjustments, material substitutions, or unforeseen site conditions.
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