Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.
Contractor Obligations After receipt of the Notice of Termination and except as otherwise directed by the State, the Contractor shall immediately proceed to: a. To the extent specified in the Notice of Termination, stop work under the Contract on the date specified. b. Place no further orders or subcontracts for materials, services, and/or facilities except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated. c. Terminate and cancel any orders or subcontracts for related to the services, except as may be necessary for completion of such portion(s) of the work under the Contract as is (are) not terminated. d. Transfer to the State all completed or partially completed plans, drawings, information, and other property which, if the Contract had been completed, would be required to be furnished to the State. e. Take other action as may be necessary or as directed by the State for the protection and preservation of the property related to the contract which is in the possession of the contractor and in which the State has or may acquire any interest. f. Make available to the State all cost and other records relevant to a determination of an equitable settlement.
Subscriber Obligations The Subscriber must: (a) notify XXXX in writing as soon as reasonably practicable after it becomes aware of any claim under clause 13.1 of this Participation Agreement; (b) on leave being granted by a court, give XXXX the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings, provided that the Subscriber may direct XXXX in the conduct of the defence or settlement of any claim to the extent reasonably necessary: (i) to the extent reasonable, to protect the reputation of the Subscriber; and/or (ii) to ensure the Subscriber continuity of the use of the Services in accordance with the Participation Agreement; and/or (iii) to determine the amount of any settlement sum to be granted; (c) provide XXXX with reasonable assistance in conducting the defence of such a claim, subject to the Subscriber being reimbursed by XXXX for the costs of providing such assistance; (d) permit XXXX to modify, alter or substitute the infringing part of the Services, at its own expense, to render the Services non-infringing; and (e) authorise XXXX to negotiate and procure on behalf of the Subscriber a licence or other authority to enable the Subscriber to continue the use of the Services.
Developer Obligations In accordance with applicable NYISO requirements, Developer shall maintain satisfactory operating communications with Connecting Transmission Owner and NYISO. Developer shall provide standard voice line, dedicated voice line and facsimile communications at its Large Generating Facility control room or central dispatch facility through use of either the public telephone system, or a voice communications system that does not rely on the public telephone system. Developer shall also provide the dedicated data circuit(s) necessary to provide Developer data to Connecting Transmission Owner and NYISO as set forth in Appendix D hereto. The data circuit(s) shall extend from the Large Generating Facility to the location(s) specified by Connecting Transmission Owner and NYISO. Any required maintenance of such communications equipment shall be performed by Developer. Operational communications shall be activated and maintained under, but not be limited to, the following events: system paralleling or separation, scheduled and unscheduled shutdowns, equipment clearances, and hourly and daily load data.
CONTRACTOR OBLIGATION Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records provided to Enterprise Services that Contractor believes are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not statutorily exempt from disclosure but are sensitive because particular portions of Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that Contractor protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records that include such sensitive information.
Supplier Obligations 2.1 Deliverables Supplier agrees to supply, and Xxxxx NZT agrees to acquire, the Deliverables subject to and in accordance with the terms of the Agreement. 2.2 Performance standards Supplier will perform its obligations under the Agreement in a timely manner and in accordance with Good Industry Practice. 2.3 Laws, licences and approvals In carrying out its activities in connection with this Agreement, Supplier will comply with all applicable Laws and will not commit any act or omit to do anything that causes or has the potential to cause Spark NZT to breach any Laws. Supplier will have all the licences, consents and approvals needed to supply the Deliverables and perform and observe its other obligations in accordance with the Agreement. 2.4 Requirements Supplier will provide the Deliverables to Spark NZT free of Defects and in accordance with all applicable Requirements, Service Levels and timeframes for delivery set out in a Side Letter or PO. 2.5 Co-operation Supplier will co-operate in good faith and in a timely manner with other Spark NZT suppliers, and if reasonably requested by Spark NZT, will provide information and assistance as necessary to facilitate the supply of goods or services to Spark NZT by those suppliers. A breach of this clause will be deemed a material breach of the Agreement. 2.6 Policies Supplier will use its best endeavours to follow Spark NZT’s applicable policies as provided to Supplier in writing from time to time, and a persistent or material breach of any of those policies will constitute a material breach of the Agreement. Supplier will advise Spark NZT immediately that it becomes aware that it has breached or is likely to have breached any of Spark NZT’s policies including if Spark NZT’s security has been compromised. 2.7 Key Personnel Supplier will assign the Key Personnel to the corresponding roles specified in the Agreement, and will not re-assign those Key Personnel without Spark NZT’s prior written consent, not to be unreasonably withheld or delayed. 2.8 Documentation Accompanying each Deliverable, Supplier will provide Spark NZT with corresponding Documentation. Supplier will ensure that the Documentation includes a complete set of operating, technical and user manuals with a level of specificity to enable a reasonably competent user to make effective use of each Deliverable. If Spark NZT discovers any error in the Documentation, Spark NZT may notify Supplier in writing of the error and Supplier will promptly correct it and provide Spark NZT with amended Documentation at no additional cost to Spark NZT. Spark NZT may copy Documentation as reasonably necessary to enable Spark NZT to enjoy the benefit of the Deliverables in accordance with the Agreement. 2.9 Information Supplier will prepare, and retain during the term of the Agreement and for a reasonable period afterwards, accurate records and accounts in relation to all material aspects of its activities under the Agreement, including the Charges and Deliverables, in each case to a level of detail, completeness and accuracy consistent with Good Industry Practice and any relevant terms in this Agreement.
Customer Obligations To facilitate NCR Voyix’s provision of the Hosting Services hereunder and Xxxxxxxx’s access and use of the Hosted NCR Voyix Software hereunder, Customer agrees to undertake the following: (a) Provide and maintain the Customer Equipment at each of the Customer Locations in accordance with the minimum standards established by NCR Voyix, which as of the Effective Date include a windows-based PC and store level file server that each include a Windows operating system actively supported by Microsoft Corporation, an internet browser that is actively supported by Microsoft Corporation, and Customer Equipment maintained in good working order in accordance with the minimum standards recommended by the manufacturer; (b) Provide and maintain access to the internet at each of the Customer Locations through a competent internet service provider (ISP), maintaining telephone or other telecommunication services necessary to connect each of Customer’s Locations to Customer’s ISP; (c) Abide by the security procedures specified by NCR Voyix and perform reasonable and customary security practices to preclude attempts to circumvent any security procedures or utilize any unauthorized systems in an attempt to access the data of another Customer; (d) Provide timely notification of any issues and give appropriate lead time to NCR Voyix for any special requests; (e) Make all reasonable efforts to assist NCR Voyix in identifying, isolating and replicating issues found in the System; and (f) Customer shall be solely responsible for the manner in which Customer and Customer’s users use the System and the Hosted Software. Customer shall ensure that only authorized users have access to any user identifications or passwords for use in connection with the System and the Hosted Software and that such authorized users shall not disclose such identifications or passwords to any other individual. Customer acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such identifications and passwords and Customer shall indemnify and hold harmless NCR Voyix from and against any liability, damages, or costs arising from Customer’s failure to comply with this obligation including, but not limited to, improper or unauthorized account access using Customer’s user identifications or passwords, provided such identifications or passwords were not improperly disseminated by NCR Voyix or any of its agent or representatives. Customer shall notify NCR Voyix immediately in writing if the security or integrity of an identification or password has been compromised.
Obligations of the Customer 3.1 The Customer agrees to: (a) The Customer shall give the Company not less than 14 days prior written notice of any proposed change of ownership of the Customer and or any change in the Customer’s details (including but not limited to, changes in the customer’s name, address, contact phone/fax numbers or business practice). The Customer shall be liable for any loss incurred by the Company as a result of the Customers failure to comply with this clause. (b) Pay the Company the Price for carrying out the Works in accordance with this agreement; (c) Provide the Company with all necessary plans, specifications, services and amenities, so as to allow the Company to carry out the Works, provide access to the Location and ensure to the Company’s reasonable satisfaction that the Location remains in a state and condition that is safe for the Company and its employees and agents; (d) Ensure the Location complies with all necessary bylaws and restrictions is structurally sound (in accordance with all legislation governing safety in the workplace); (e) Not to cause any disruption or obstruction to the carrying out of any Works and to follow any reasonable instructions provided by the Company about the Works; (f) Where the Works requires co-ordination with other trades then the Customer will supply the Company with a schedule detailing all relevant information so as to allow the Company sufficient time to co-ordinate with the Customer’s other tradespersons; (g) Permit the Company to attach such reasonable signage as the Company may wish to any Works so as to identify that the Company is carrying out the Works; (h) In circumstances where it wishes to make a claim against the Company pursuant to the guarantee given in clause 13.2, exclusively permit the Company or its authorised representative to remedy or make good any defects in its Workmanship and not permit any other third party to do so. 3.2 Without prejudice to any other right or remedy of the Company, if the Customer fails to carry out or perform any of its obligations pursuant to this clause 3 (excepting clause 3.1(g)) then, in addition to any Additional Expenses Charge that may apply, the Company may charge the Customer a Services Delay Charge for each day (or part thereof) that the Company is, in its reasonable opinion, unable and/or not required to carry out or perform the Works as a result of such breach by the Customer. 3.3 Where the Customer requests any Related Work to be carried out, the Company will use its best endeavours to source suppliers and/or contractors to carry out the Related Work, but the Customer is responsible for the commissioning, controlling, and payment for such work. 3.4 The Customer acknowledges that unless otherwise agreed in writing between the Customer and the Company, the Customer shall be responsible for obtaining, paying for and maintaining in force all permits, approvals, authorisations, authorities, licences and consents of all regulatory authorities whatsoever which are or may be necessary or advisable in connection with the Works.
City Obligations 26.1 City shall provide full information in a timely manner regarding requirements for and limitations on projects and work tasks. With regard to subcontractor liens, City shall furnish to Engineer, within fifteen (15) days after receipt of a written request, information necessary and relevant for Engineer to evaluate, give notice of, or enforce lien. 26.2 City shall establish and update, if necessary, overall project budgets, including engineering and construction costs. 26.3 City shall furnish the services of consultants, including geotechnical engineers, when such services are requested by Engineer, reasonably required by the scope of a project, and agreed to by City. 26.4 City shall furnish all testing as required by law or the contract documents. 26.5 City shall furnish all legal accounting, auditing and insurance services as necessary for projects to meet the City’s needs and interests, after Engineer has performed requisite project management and oversight duties. 26.6 City shall provide prompt written notice to Engineer if City becomes aware of any fault or defect in a project, including any errors, omissions or inconsistencies in Engineer’s design or performance under the contract. 26.7 City shall pay Engineer in accordance with paragraph 3 and Exhibit E of this Contract, upon receipt of Engineer’s submission of monthly invoices, and satisfactory progress and performance made in accordance with the scope of work. Payments shall reflect work completed, or progress made on a project to date, on a pro rata basis. 26.8 City shall report the total amount of all payments to Engineer, including any expenses, in accordance with federal Internal Revenue Service and State of Oregon Department of Revenue regulations. 26.9 City shall guarantee access to, and make all provisions for Engineer to enter upon public and private property necessary for performance of the Scope of Work over which City exercises control. 26.10 Extra work or work on contingency tasks is not permitted unless authorized by the City in writing. Failure of Engineer to secure written authorization for extra work shall constitute a waiver of all rights to an adjustment in the Agreement price or Agreement time.
Client Obligations 7.1 Client shall ensure that each Authorized User shall keep a secure password for its use of the Services, that such password shall be changed frequently and that each Authorized User password shall be kept confidential. 7.2 Client shall permit Productsup to audit Client’s use of the Services in order to establish that the use of the Services by Client is in accordance with the Scope. 7.3 Client shall: 7.3.1 timely provide all necessary cooperation and information as may be reasonably required by Productsup in order to provide the Services; 7.3.2 and shall procure that its Authorized Users shall: (i) use the Services in accordance with the terms and conditions of the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; and (iv) conduct Client’s business with the highest of ethical standards and fairness. Client shall be liable for any breach of the Agreement by its Authorized Users; 7.3.3 be solely responsible for procuring and maintaining network connections and telecommunications links and resolve all problems, conditions, delays and delivery failures arising from or relating to such network connections or telecommunications links; 7.3.4 use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Productsup; 7.3.5 be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating of all Client Data in the use of the Services. Productsup shall not be liable for any errors or inaccuracies in (i) any information provided by Client; (ii) any Client Data, or (iii) any changes or modifications to any Client Data by Productsup upon Client’s written instructions, beyond its responsibility to accurately reproduce such Client Data on Client’s instruction; 7.3.6 be solely responsible for the creation and maintenance of the technical environment IT infrastructure regarding access to the Services, including, without limitation to the used 7.3.7 be responsible for obtaining all necessary licenses and consents required to use Client Data, if any, and including without limitation those from the owners or licensees of any third-party information) and Client warrants and represents that such licenses and consents have been obtained. 7.4 Client shall not and shall procure that its Authorized Users shall not during the course of its use of the Services, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Client Data, that: 7.4.1 is Inappropriate Content; 7.4.2 is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory; and 7.4.3 facilitates illegal activity or is otherwise illegal or causes damage or injury to any person or property.