Extract to table

1 of the TSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles

1 of the TSA and Schedule D establish five Service Level Obligations that VTS is required to maintain throughout the term of the Agreement

Schedule D describes them as "minimum performance standards" that VTS "shall maintain at all times during the Term," language that reinforces their mandatory character

1(a) speaks of "material breach of any provision," and the SLOs are certainly "provisions" of the Agreement, but the TSA does not include a statement such as "any failure to meet the SLO thresholds shall be deemed a material breach

" The provision further states that "[t]he parties shall cooperate in good faith in the development and implementation of any such performance improvement plan

Several textual indicators support this interpretation: First, the use of "may" rather than "shall" in the operative clause ("the parties may develop a performance improvement plan") is permissive, not mandatory