Cooperation, Assumptions, and Delay Remedies

Customer shall reasonably cooperate with Provider’s performance of the Professional Services, including without limitation by providing the following: _. Customer recognizes and agrees that performance of Professional Services is contingent upon (a) Customer’s cooperation and (b) the Assumptions in Section __ (Customer Environment). Provider is not liable or responsible for any delay or failure resulting from Customer’s material failure to cooperate or the material failure of such Assumptions.

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If Customers’ failure to meet any of its deadlines in this Statement of Work delays any Milestone by _ days, Customer shall pay the fee associated with such Milestone promptly after Provider’s written notice citing this Section . If such Customer failure delays any Milestone by more than _ [higher number] days, Provider may terminate this Agreement for cause on 5 business days’ written notice, and Customer shall pay the early termination fee in Section (Early Termination Fees). Such termination right expires upon the delayed Milestone in question if Provider has not by then issued notice of termination. This Section _ does not limit Provider’s rights or remedies for breach of contract.

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If Provider fails to achieve more than _ Milestones by their due-dates, other than as a result of Customer’s failure to cooperate, Customer may terminate this Agreement for cause, provided Customer exercises such right within 30 days of the last such missed Milestone. This Section _ does not limit Customer’s rights or remedies for breach of contract.