The "Standard of Performance" clause specifies the expected level of quality and diligence required from a party in fulfilling their contractual obligations. It typically outlines the criteria, industry standards, or benchmarks against which performance will be measured to ensure compliance and satisfactory completion of tasks.
STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY Section 3.01Standard of Performance. The Administrative Agent will devote the same amount of time, attention and resources to and will be required to exercise the same level of skill, care and diligence in the performance of its services as it would if it were administering such services on its own behalf (the “Standard of Performance”). Section 3.02Conflicts of Interest. (a) WEST and each other Managed Group Member acknowledge and agree that (i) in addition to the Administrative Services under this Agreement, the Administrative Agent may provide, and shall be entitled to provide, from time to time, the administrative services for itself or its Affiliates (other than WEST and each other Managed Group Member) (“Other Administrative Services”); (ii) in addition to the Administrative Services and Other Administrative Services, the Administrative Agent shall, and shall be entitled to, carry on its commercial businesses, including the financing, purchase or other acquisition, leasing and sale of Assets; (iii) notwithstanding Section 3.02(b) below, in the course of conducting such activities, the Administrative Agent may from time to time have conflicts of interest in performing its duties on behalf of the various entities to whom it provides the administrative or management services; and (iv) the Controlling Trustees of WEST have approved the transactions contemplated by this Agreement and desire that such transactions be consummated and, in giving such approval, the Controlling Trustees of WEST have expressly recognized that such conflicts of interest may arise and that when such conflicts of interest arise the Administrative Agent shall perform the Administrative Services in accordance with the Standard of Performance and the Administrative Agent Conflicts Standard set forth in Section 3.02(b).
6. STANDARD OF PERFORMANCE. Contractor will perform the Work as follows (collectively, “Contractor’s Standard of Performance”): (a) in a prompt, diligent, good and workmanlike manner, (b) in conformance with the time schedule attached hereto as Exhibit I (the “Project Schedule”), and (c) in accordance with: (i) industry standards, (ii) any standards, conditions and/or practices set forth in the Contract Documents, (iii) any practices otherwise specified in writing by Developer to Contractor, (iv) applicable Governmental Requirements (as defined herein) and governmental standards, (v) all manufacturers’ most recent written recommendations and specifications for the installation of materials, (vi) jobsite rules of Developer, (vii) the specific plans, specifications and drawings contained in the Contract Documents including, without limitation, any amendments or alterations to them made by Developer, or with Developer’s consent, from time to time and (viii) the construction and project management requirements imposed by Developer and Owner/Host as set forth in Exhibit B. If there is a conflict between any of the standards, practices, plans, drawings, specifications, and schedules included in Contractor’s Standard of Performance, the more stringent or exacting among them will control. Furthermore, Contractor will generally follow Good Utility Practices throughout the performance of the Work. “Good Utility Practices” means those practices and methods as they relate to the Work that are commonly used under similar circumstances in the United States to design, construct and operate solar electric power generation equipment and facilities lawfully, expeditiously and with safety. Good Utility Practices is not intended to be limited to the optimum practice, method or act to the exclusion of others, but rather a spectrum of practices, methods or acts expected to accomplish the performance of the Work in accordance with the terms hereof (including the requirements of the first sentence of this definition and the other performance standards set forth herein).
Section 9.3. Standard of Performance and Other Matters. (a) Standard of Performance. A Trustee shall perform his or her duties as a Trustee, including the duties as a member of a committee of the Trustees on which the Trustee serves, in good faith and in a manner that the Trustee believes to be in the best interests of the Trust. A Trustee shall be required to perform his or her duties as a Trustee only in accordance with such standard of performance, and no different or additional standard, whether under this Declaration or otherwise, shall be deemed to apply to a Trustee’s performance of his or her duties as a Trustee. This provision establishes the standard of performance required of a Trustee in performing his or her duties as a Trustee as permitted by Section 12-402(c) of the Maryland Act. (b) Presumption. Any action or failure to act by a Trustee shall be presumed to be in accordance with the standard of performance described in this Section 9.3, and any Person alleging the contrary shall bear the burden of proof that the action or failure to act was not consistent with such standard of performance.
ARTICLE 3 STANDARD OF PERFORMANCE; LIABILITY AND INDEMNITY Section 3.1. Standard of Performance. Agent will devote the same amount of time, attention and resources to and will be required to exercise the same level of skill, care and diligence in the performance of the Services hereunder as it would if it were administering such Services on its own behalf (the "Standard of Performance"), but in no event less than that standard of service provided by similar advisors acting in good faith. Section 3.2. Liability and Indemnity. (a)Agent shall not be liable for any losses or taxes to or of, or payable by EFSPV at any time from any cause whatsoever or any losses or taxes directly or indirectly arising out of or in connection with or related to the performance by Agent of this Agreement unless such losses or taxes are the result of Agent's own willful misconduct, gross negligence, deceit or fraud. (b)Agent shall indemnify and hold harmless the EFSPV Indemnified Parties for any Losses which they may incur or be subject to as a result of or arising from: (i) the performance of the Services or any breach of this Agreement by Agent, (ii) the material inaccuracy of any representation or warranty made by Agent, (iii) any failure of Agent to comply in respect of the EFSPV Indemnified Parties' obligations in connection with the Program or with any Requirements provided such obligations are to be satisfied by Agent in accordance with this Agreement, (iv) any improper use or disclosure or unlawful use or disclosure of Customer Information by Agent, (v) any liability of the EFSPVV Indemnified Parties for any fees, costs, or other amounts due including damages or liquidated damages, arising out of any contract with a third party service provider retained by Agent, and (vi) the EFSPV Indemnified Parties' indemnification obligations under the Participation Agreement to the extent such obligations arise from the Agent's willful misconduct, gross negligence, deceit or fraud in the performance of the Services; provided, however, that this indemnity shall not apply and Agent shall have no liability in respect of Losses to the extent that they arise from (x) the willful misconduct, gross negligence, deceit or fraud of an EFSPV Indemnified Party (as determined by a final nonappealable order of court of competent jurisdiction), (y) any action that an EFSPV Indemnified Party requires Agent to take pursuant to a direction but only to the extent that Agent takes such action in accordance with such direction and in accordance with the provisions hereof, or (z) a refusal by an EFSPV Indemnified Party to take action upon a recommendation made in good faith by Agent in accordance with the terms hereof. (c)This Agreement contemplates that Agent shall receive the relevant information from EFSPV and/or Victory Park in order for Agent to make required credit and debit entries and to make the calculations and supply the information and reports required herein, and that Agent will do the foregoing to the extent such information is so provided and on the basis of such information, without undertaking any independent verification or recalculation of such information. (d)The indemnity obligations set forth in this Section 3.2 shall survive the termination of this Agreement.
3. Standard of Performance. The Providing Party shall use commercially reasonable efforts to provide, or cause to be provided, to the Customer Party and its Group, each Service with such quality standards, service level requirements, specifications and acceptance criteria identified in the Services Letter or the respective SOW (including any “Critical Performance Standards” as identified in any therein) (the “Performance Standard”), unless otherwise specified in this Agreement. Notwithstanding the foregoing, no Providing Party shall have any obligation hereunder to provide to any Customer Party any improvements, upgrades, updates, substitutions, modifications or enhancements to any of the Services unless otherwise specified in the Services Letter or applicable SOW. The Customer Party acknowledges and agrees that the Providing Party may be providing services similar to the Services provided hereunder and/or services that involve the same resources as those used to provide the Services to its and its Affiliates’ business units and other third parties.
STANDARD OF PERFORMANCE 4.1 Standard of Performance. The Administrator shall perform the Nonreimbursable Services, the Nonreimbursable Transition Services and the Services in accordance with applicable law and the Prudent Operator Standard; provided that the Administrator shall be deemed to have satisfied its duties in respect of any specific matter or circumstance requiring interpretation, application, or enforcement of Material Contracts, by relying conclusively on the advice of qualified legal counsel and/or qualified industry consultants engaged to advise the Project Company with respect to such matter or circumstance; and provided, further, that it shall not be a breach of the Prudent Operator Standard and the Administrator shall not be responsible hereunder for the gross negligence or willful misconduct of, or breach of contract by, any Service Provider engaged by the Administrator pursuant to a contract that requires such Service Provider to perform its duties in accordance with the Prudent Operator Standard and if such Person is sufficiently qualified to perform such duties and the Administrator is diligent in its oversight of such Persons; provided that (i) the immediately foregoing proviso shall not be applicable to any agreement with the Administrator or an Affiliate of the Administrator (and if such an agreement shall be with the Administrator or an Affiliate of the Administrator, then the Administrator shall continue to be bound by the Prudent Operator Standard), (ii) the Administrator shall be obligated to administer the agreements to which the Project Company is a party in accordance with their respective terms, and (iii) the Administrator shall be obligated to enforce the Material Contracts in accordance with their respective terms upon the gross negligence, willful misconduct or breach of contract of the counterparty to any such Material Contract following consultation with the Project Company. It is understood and agreed by the Project Company and the Administrator that the Administrator is not guaranteeing or undertaking, in its capacity as Administrator, to procure any financial or other outcome with respect to the Project, or providing any guarantees relating to the performance of the Project.
4. Standard of Performance; Diligence. (a) Seller represents, warrants and covenants to Buyer that, during the Term hereof, (i) Seller will act and perform as a reasonable and prudent operator, (ii) all services, operations, work and reports provided by Seller in connection with the transactions contemplated hereunder will be performed by qualified personnel in a professional and workmanlike manner in accordance with the customary oil and gas industry standard, and (iii) all services and obligations specified herein will be performed promptly in a professional manner in accordance with the Code of Ethics and Standards of Practice of the American Association of Professional Landmen (latest version), the terms and conditions of this Agreement, and applicable law. (b) Seller will conduct a thorough title and diligence review of the Interests to be acquired and promptly share the results of such review with Buyer. Such review includes, but is not limited to, obtaining and examining all available reasonably necessary title records in the office of the applicable parish clerks and court clerks, all title documents, title opinions or reports available covering the Interests to establish ownership for a reasonable period of time (but in any event, no less than the prior eleven (11) years).
Section 3.03 Standard of Performance. (a) Each Party understands and acknowledges that it is each Party’s business policy to conduct advertising campaigns in general in a manner so as not to (i) send unsolicited email (i.e. spam) to recipients (unless authorized by federal law), (ii) promulgate advertising that is, in any way, false or misleading, (iii) misuse or misappropriate another Party’s intellectual property or other third Party rights of any kind, (iv) send obscene messages to any recipients, or (v) use e-mail or other forms of messaging to conduct illegal or immoral activities of any kind as per current applicable law. Each Party hereto agrees not to take any actions inconsistent with this policy, and to make all of each of its respective employees and agents aware of such policy in order to ensure compliance herewith. A breach of this Section 3.03(a) shall be considered a material breach of this Agreement, giving rise to immediate termination of rights. Each Party further agrees that it will cooperate with the other Party in all reasonable respects in its efforts to respect any user’s privacy wishes and requests to be unsubscribed from receiving e-mail. Additionally, in connection with any and all tracking services (i.e., of online users’ personal information and web searching history), the Parties hereto acknowledge and agree that the protection of consumer privacy is a priority of each Party to this Agreement. Each Party pledges its commitment to protecting the privacy of consumers, taking all commercially practicable steps to maintain such privacy, and adhering to fair information collection practices with respect to each of its performances under this Agreement. Accordingly, each Party represents and warrants that it will act in full compliance with all Federal Trade Commission guidelines and any other applicable laws, rules, and regulations then in existence with respect to the collection, use, or sharing of information gathered from customers.
4. Standard of Performance. The Company shall use its best reasonable efforts to perform the Marketing Consultancy Services as an advisor to the Client in an efficient, trustworthy and professional manner. The Client shall perform the Marketing Consultancy Services to the sole satisfaction of, and in conjunction and cooperation with, the Client.
4. Standard of Performance. Event Organizer shall use its best reasonable efforts to perform the Event Services as an advisor to the Company in an efficient, trustworthy and professional manner. Event Organizer shall perform the Event Services to the sole satisfaction of, and in conjunction and cooperation with, the Company.
3.1Standard of Performance. Subject to the liability standard set forth in Article VI, CK shall (and shall cause its applicable subsidiaries, excluding the MLP Group, to) provide Services (a) using at least the same level of care, quality, timeliness and skill in providing the Services as it employs for itself and its Affiliates and no less than the same degree of care, quality, timeliness, and skill as the applicable Person’s past practice in performing like services for the MLP Group, and (b) in any event, using no less than a reasonable level of care in accordance with industry standards, in compliance with all applicable laws.
PERFORMANCE STANDARDS For each performance objective, an appropriate standard of performance must be established with three essential performance points: · Target Performance: The level of performance for each factor at budgeted goals. The budgeted, or expected, level of performance is based upon historical data, and management's best judgment as to expected performance during the upcoming performance period. The Compensation Committee will approve bank wide goals on an annual basis. · Target Plus Performance: The target plus performance level will be paid in proportion to the results achieved in excess of 15% above target. Overall incentive payouts are capped from [*]% to [*]% of base salary based on the executive's tier and potential earnings.
5.12 Duties. (a) A Trustee shall perform his, her or its duties as a Trustee, in good faith. Each Trustee shall be required to perform his, her or its duties as a Trustee only in accordance with such standard of performance, and no different or additional standard (including any fiduciary duty under applicable law), shall be deemed to apply to a Trustee’s performance of his, her or its duties as a Trustee. This provision establishes the standard of performance required of a Trustee is performing his, her or its duties as a Trustee as permitted by Section 12-402(c) of the Maryland Act, and to the extent that this provision limits, restricts or eliminates the duties of the Trustees otherwise existing at law or in equity, including, without limitation, pursuant to Section 12-402(b) of the Maryland Act, this provision shall replace such other duties.
Standard of Performance 1.1 The Consultant warrants that the Services will be performed in a timely, competent and professional manner in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services and that the Principal will devote sufficient time to the performance of the Services as may be reasonably required by the Company to fulfil the standard of performance as aforesaid, including, without limitation, making himself available at such times and at such places as may reasonably be required by the Company in connection with the Services.
E. General Standard of Performance All Services (other than those which have expressly defined key performance indicators in Exhibit F) must be performed with at least the same degree of accuracy, completeness, efficiency, quality, and timeliness as are provided by well-managed suppliers providing services similar to these. CLIENT recognizes that the Landlord of the Facility has responsibility for maintenance of the roof structure and membrane under its lease with CLIENT and is responsible for all maintenance and repairs of the same. CLIENT will be responsible for enforcing Landlord’s compliance with its obligations under the lease.
Standard of Performance 1.1 The Consultant warrants that the Services will be performed in a timely, competent and professional manner in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services and that the Principal will devote sufficient time to the performance of the Services as may be reasonably required by the Company to fulfil the standard of performance as aforesaid, including, without limitation, making himself available at such times and at such places as may reasonably be required by the Company in connection with the Services.
1.2 Standard of Performance: HUMBL will provide the Services in a professional and workmanlike manner, consistent with industry standards.
Standard of Performance 1.1 The Consultant warrants that the Services will be performed in a timely, competent and professional manner in accordance with the highest standards and practices commonly expected of qualified and experienced providers of similar services and that the Principal will devote sufficient time to the performance of the Services as may be reasonably required by the Company to fulfil the standard of performance as aforesaid, including, without limitation, making himself available at such times and at such places as may reasonably be required by the Company in connection with the Services.
7. Standard of Performance. Consultant will perform the Services in a good and workmanlike manner, and in accordance with the professional standards and practices normally exercised by professional consultants performing services of a similar nature. Consultant shall also conduct its activities in accordance with all relevant laws, regulations, decrees and/or official government rules and orders.
A Standard of Performance is a specific set of criteria or metrics that determines how performance should be evaluated within a contractual agreement. These criteria serve as benchmarks to measure the effectiveness, quality, and completeness of the work performed. Standards of performance help ensure clarity and mutual understanding between parties regarding expectations and deliverables.
You should use a Standard of Performance in contractual agreements when:
To write a Standard of Performance, follow these steps:
Example:
The vendor must achieve a 99.9% system uptime, calculated on a monthly basis. Any downtime for scheduled maintenance must be communicated at least 48 hours in advance and should not exceed 4 hours per month.
Standard of Performance clauses are typically found in:
Example:
In an SLA between a cloud service provider and a client, the standard of performance may stipulate 24/7 technical support with response times not exceeding 30 minutes for critical issues.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
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The statutory compliance clause requires all parties to adhere to applicable laws, regulations, and legal standards relevant to the contract's execution and subject matter. It aims to ensure that all actions, obligations, and deliverables under the contract comply with current legal requirements, mitigating legal risks and potential liabilities.
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