a monthly fee to be continued until different compensation terms are greedy that's disputed cause here the district court in the other side says that that only the general contractor to post a statement of work that imposes an obligation to pay a monthly fee it's all the connection with the statement of work and the rate could be goshi to differently in different years over time but services contract is broader than the same little word because it has obligations in terms of the month compete clause being available who are maintaining insurance and in fact section two area of the contract which contains agency contracts work that they would be this obligation and that it is explicit that's the nature of the relationship then it is a retainer arrangement but keeps the agency on coal and they have to   and there's nothing that links the monthly fee in that provision to the statement of work such i mean if it borrows the term but it continues so there are really two obligations as supports that but if you look at the statements that were number four and number of spying they are dated in the middle of the term of the stamens work so that when the prior statement of work expired  is standard procedure within the advertising industry and that in order to allow the relationship between an advertising agency and its customer and because of the ramping up that's required in these additional other and i'm sure there's the other side but if the monthly fee has to be paid only when the statement of work is in effect then what do you do with the extra thirty days notice required for a contractor of a nation it would seem to be this is just part of a question about the work that was actually ordered in the senate work was it is there any dispute that it was completed at the end by the end of two thousand and seventeen  because the employees must be ready willing and able to do work during those three months that's what the payment is based on and you know the other aspect that it really is a constructive determination whether or not the gay people in those determinations so the so the amount is key to work that's completed but there's some kind of implied retainer arrangement statement of work put another way the only way the deutch can prevail in this proceeding is by convincing this tribunals that there's a reasonable reading of this contract that converts an explicit statement of work a midterm into a non statement of work in return there is no such reasonable reading in light of the definition of monthly fee and some of the parallel contract provision where is the was the purpose of the ninety d constructive terminations but how how how how do you how do you how do you reconcile that if if a notice has been given a week before the the end of this of the last of the final statement of work give notice on it you know ideally in a perfect world you were good given notice nine thousand and ninety days before the end of the of the last statement of work you didn't do that  how is how is this contract terminated just by the end of a statement of work that's what i don't understand how to reconcile that with with the paragraph you see your honor it is not our position  agency serves its remit was terminated by the end of a statement of work in fact our position is the opposite the agency services agreement states that the statements of work shall be entered into from time to time as  may be agreed by the parties hence the agency's nervous agreement specifically contemplated that there will in fact be periods where the umbrella agreement is in effect but there  as a matter that's that's the point i wanted to make and i wanted i wanted to understand because therefore since the statement of work the last statement of work ended after the statement of work ended there was  an opportunity for a period in which there could have been a renegotiation has been as has been true previously in two previous years during that ninety day period there could be a upon on april th but the prior statement of work has ended at the end of two thousand and sixteen and so that whole year then was agreed upon it january and there was compensation during the period of time when there was no state save or work in place is that correct let me be very clear your honor your account of the facial there is absolutely no evidence in the appellate record or in the underlying court trial record about the types of payments that were being made between the expiration of the previous statement of work and the execution  that the agency services agreement continued indefinitely until one of the parties gets a notice of terminations and the question here is what are the payment obligations during the ninety day terminations period once you know if it's given if you look at the definitions in the contract i think the answer is fairly clear if there's a statement of work in place during that nine be determination period then you must pay the monthly fee under that statement of work if there is no statement of work in place during that ninety so if it was never germinated then what they're doing is they're only asking for three months they're not asking for perpetual payments and it's in effect they're saying it was a constructed trim engine because it was honor they may there may have been some wind down services that they performed during that period of time that they were separately compensated for ok but i didn't ok let me just finish up do yes and that is that even though they didn't perform direct services other than possible wind wind out they could not leave this leave the field as it were they were feel that they need to be compensated for the fact that they kept their employees in place kept their compete in place and then continued their insurance which which they only had to do for