By Service Provider Clause Samples
The "By Service Provider" clause defines the rights, responsibilities, or actions that the service provider may take under the agreement. Typically, this clause outlines specific situations where the service provider can make decisions, initiate actions such as termination, or exercise certain remedies if the client breaches the contract. For example, it may allow the service provider to suspend services for non-payment or to terminate the agreement for cause. The core function of this clause is to protect the service provider's interests by clearly stating their options and authority in managing the contractual relationship.
By Service Provider. Service Provider represents and warrants that:
8.2.1 it is in the business of providing the Services;
8.2.2 the Services are fit for the ordinary purposes for which they will be used;
8.2.3 it is possessed of superior knowledge with respect to the Services;
8.2.4 it acknowledges that Subscriber is relying on its representation of its experience and expert knowledge, and that any substantial misrepresentation may result in damage to Subscriber;
8.2.5 it knows the particular purpose for which the Services are required by Subscriber;
8.2.6 it is the lawful licensee or owner of the Services (excluding any Subscriber Data therein) and has all the necessary rights in the Services to grant the use of the Services to Subscriber;
8.2.7 the Services and any other work performed by Service Provider hereunder shall not infringe upon any copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third-party, and that it has neither assigned nor otherwise entered into an agreement by which it purports to assign or transfer any right, title, or interest to any technology or intellectual property right that would conflict with its obligations under this Agreement;
8.2.8 it shall disclose any third-party (which shall, for purposes of this Agreement, be deemed a subcontractor) whose intellectual property is incorporated into the Services or who is necessary for the performance of the Services and it shall maintain in-force written agreements with such third-party, if any, for the term of the applicable Exhibit A;
8.2.9 it has the expertise to perform the Services in a competent, workmanlike, and professional manner and in accordance with the highest professional standards;
8.2.10 it will use its best efforts to ensure that no computer viruses, malware, or similar items (collectively, a “Virus”) are introduced into Subscriber’s computing and network environment by the Services, and that, where it transfers a Virus to Subscriber through the Services, it shall reimburse Subscriber the actual cost incurred by Subscriber to remove or recover from the Virus, including the costs of persons employed by Subscriber;
8.2.11 the Services are free of any mechanism which may disable the Services and Service Provider warrants that no loss of Subscriber Data will result from such items if present in the Services;
8.2.12 in the case of Subscriber’s reasonable dispute of any Service Provider invoice, it shall not withhold the performance of Servic...
By Service Provider. Ser▇▇▇▇ ▇rovider shall indemnify and hold the Transfer Agent, each affiliate of the Transfer Agent, each Scudder Fund, and their directors, trustees, officers and employe▇▇ ▇▇▇▇less from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of or attributable to:
(a) Service Provider's refusal or failure to comply with the provisions of this Agreement or with instructions properly given hereunder (whether as a result of the acts or omissions of Service Provider or of its agents or subcontractors), whether it is performing functions on behalf of the Plans, as Plan Agent, or providing Administrative Services as Service Provider, or
(b) Service Provider's performance of the Administrative Services, or
(c) the lack of good faith, negligence or willful misconduct of Service Provider (or its agents or subcontractors), whether it is performing functions on behalf of the Plans, as Plan Agent, or providing Administrative Services as Service Provider, or
(d) the breach of any representation or warranty of Service Provider hereunder.
By Service Provider. This Agreement may be terminated by Service Provider immediately upon notice to the other parties in the event that (a) the Transfer Agent ceases to be the transfer agent for all the Scudder Funds or (b) all the Scu▇▇▇▇ ▇▇nds cease to be invest▇▇▇▇ ▇▇ternatives under the Plans.
By Service Provider. Without limiting the rights of the Service Recipient under any other Transaction Agreement, the Service Provider shall indemnify and hold harmless the Service Recipient, its Affiliates and their respective officers, directors, partners, principals, employees and agents (together with their respective successors and permitted assigns) from and against any and all assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, including reasonable costs, fees and expenses of attorneys, accountants and other agents or representatives of any of them (collectively, “Damages”) arising or resulting from the fraud, gross negligence or willful misconduct of the Service Provider or its Affiliates in connection with the performance of their obligations under this Agreement.
By Service Provider. Service Provider shall indemnify and hold harmless Customer, its Affiliates and its and their respective officers, directors, employees, managers, partners or agents against and from any Damages actually incurred or suffered by Customer arising out of or in connection with any breach of the Agreement by Service Provider, except for such Damages caused by the gross negligence or willful misconduct of Customer or its affiliates or its or their respective officers, directors, employees, managers, partners or agents.
By Service Provider. For [*] following the Effective Date, Service Provider shall not market, sell, host, or otherwise provide access to, any software in connection with the Outsourcing Services which could compete or does compete directly with PeopleSoft's core current Software products. The Parties agree that they will meet as necessary to discuss the scope of the products included in this exclusivity section prior to Service Provider marketing, selling, hosting, or otherwise providing access to, any software in connection with the Outsourcing Services. This exclusivity applies solely to the Software and not to any new products PeopleSoft may introduce which are beyond the scope of PeopleSoft's Software offerings as of the Effective Date.
By Service Provider. Service Provider represents and warrants that as of the Effective Date and during the Term:
(a) Service Provider will obtain, maintain and comply with all applicable permits and licenses required of Service Provider in connection with its obligations under this Agreement; and
(b) Service Provider shall (1) assign an adequate number of employees to perform the Data Hosting Services, (2) ensure that the employees will be properly educated, trained and fully qualified to perform the Data Hosting Services, and (3) ensure that the employees perform the Data Hosting Services in a professional and workmanlike manner.
By Service Provider. 11.2.1.1 At ALU’s request and to the fullest extent permitted by Law, Service Provider shall indemnify, defend, and hold harmless (with counsel approved by ALU) the ALU Indemnitees from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney’s fees, court costs and other reasonable costs of litigation, as and when they become due) that arise out of or in connection with: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by the negligence or gross negligence of Service Provider relating to or arising out of the Services performed by, or material provided by, Service Provider or persons furnished by Service Provider; (2) any claims covered by the indemnification provisions of Schedule O (Human Resource Requirements); or (3) claims by any Service Provider Employee including, without limitation, for wrongful discharge including any claim related to the WARN Act arising out of or related to events occurring after the Services Commencement Date. Nothing contained herein shall relieve Service Provider of any responsibility for claims regardless of whether Service Provider is required to provide insurance covering such claims or whether the matter giving rise to the claims is the responsibility of Service Provider’s agents, Employees or Subcontractors. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS
11.2.1.2 Service Provider shall be granted sole control of the defense and/or settlement of any action under 11.2.1.1, provided that (i) the ALU Indemnities shall have the right to retain separate counsel at their own cost and expense and (ii) if Service Provider fails to defend any such action, ALU may, at its option, undertake such defense at Service Provider’s cost and expense. ALU shall notify Service Provider promptly in writing of claim or suit covered by Section 11.2.1.1 and shall provide Service Provider reasonable and relevant information, in ALU’s possession, and reasonably cooperate with Service Provider in the defense and/or se...
By Service Provider. The Service Provider shall indemnify and hold the Trust, each affiliate of the Trust, each Fund, and the trustees, officers and employees of the Trust harmless from and against any and all Losses arising out of or attributable to:
(a) the Service Provider's or its agent's refusal or failure to comply with the provisions of this Agreement or applicable law or with instructions properly given hereunder, whether it is performing functions on behalf of the Plans or providing Administrative Services;
(b) the Service Provider's or its agent's performance of or failure to perform the Administrative Services;
(c) the bad faith, negligence or willful misconduct of the Service Provider or its agent, whether it is performing functions on behalf of the Plans or providing Administrative Services;
(d) the Service Provider's or its agent's furnishing to any Plan, Plan Participant, Plan sponsor, authorized Plan committee or Plan trustee any materially inaccurate, misleading or untimely information regarding any Fund or the Shares through no fault of the Trust or its agent; or
(e) the breach of any representation or warranty of the Service Provider hereunder, in each case except to the extent such Losses arise out of or are attributable to another party's breach of any provision of this Agreement or the bad faith, negligence or willful misconduct of another party in performing its obligations hereunder.
By Service Provider. Each Service Provider will be solely responsible for, and will hold harmless and indemnify each of its respective Service Recipients, including their respective successors, officers, directors, employees, agents and affiliates, from and against all losses, claims, damages, liabilities and expenses whatsoever, including any and all reasonable expenses and attorneys’ fees and disbursements incurred in investigating, preparing or defending against any litigation or proceeding, whether commenced or threatened, or any other claim whatsoever, whether or not resulting in any liability, suffered, uncured, made, brought or asserted by any person not a party to this Agreement resulting from the negligence, willful misconduct or fraud of the Service Provider or its officers, directors, employees, agents or affiliates or any other person engaged by the Service Provider to provide Services to such Service Recipient.