Common use of BNY Mellon Covenants Clause in Contracts

BNY Mellon Covenants. BNY Mellon, on behalf of itself and BNY Mellon, covenants to Voya that: (1) the use of the BNY Mellon Resources shall not infringe, or cause the infringement of, the proprietary rights of a third party, except to the extent such infringement is a result of: (a) use of the BNY Mellon Resources by Voya in contravention of the Related Documentation or license granted to Voya under Article 6; (b) modifications made by Voya or Voya Agents other than at the written direction of BNY Mellon; (c) BNY Mellon complying with instructions or designs required or provided by Voya where such compliance necessarily would give rise to such infringement; or (d) combination of the BNY Mellon Resources by Voya or Voya Agents with products or systems not reasonably anticipated by the Parties (each, an “Unpermitted Use”); (2) the Services shall be performed (a) in a good, professional, workpersonlike and non-negligent manner, (b) consistently with industry standards and generally accepted practices, (c) with the numbers of qualified personnel (as to training, skill, and experience) necessary to satisfy the KPIs, and (d) by personnel with the experience and expertise necessary to provide the Services in accordance with the Agreement;