By Sperry Sample Clauses

By Sperry. Sperry shall indemnify and hold eVS harmless against any claims, losses, damages, actions, amounts paid in settlement and expenses, including reasonable attorneys' fees and costs of investigation (other than amounts paid in settlement of any claim without Sperry's consent) resulting in whole or in part from claims by third parties against eVS for any alleged infringement, after the Transfer, of any license, patent or other proprietary rights of a third party as a result of the use or other exploitation of the Intellectual Property; provided, that eVS notifies Sperry promptly in writing of any such claim. eVS shall permit Sperry, in its sole discretion, to defend, compromise or settle such claim and shall provide all information, assistance and authority to enable Sperry to do so. eVS shall have no authority to settle any claim on behalf of Sperry.
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Related to By Sperry

  • TRANSPORT SERVICES Upon the conclusion of such multilateral negotiations, the Parties shall conduct a review for the purpose of discussing appropriate amendments to this Agreement so as to incorporate the results of such multilateral negotiations.

  • NO HARDSTOP/PASSIVE LICENSE MONITORING Unless an Authorized User is otherwise specifically advised to the contrary in writing at the time of order and prior to purchase, Contractor hereby warrants and represents that the Product and all Upgrades do not and will not contain any computer code that would disable the Product or Upgrades or impair in any way its operation based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms (sometimes referred to as “time bombs,” “time locks,” or “drop dead” devices) or that would permit Contractor to access the Product to cause such disablement or impairment (sometimes referred to as a “trap door” device). Contractor agrees that in the event of a breach or alleged breach of this provision that Authorized User shall not have an adequate remedy at law, including monetary damages, and that Authorized User shall consequently be entitled to seek a temporary restraining order, injunction, or other form of equitable relief against the continuance of such breach, in addition to any and all remedies to which Authorized User shall be entitled.

  • Orlando, FL; Ft Lauderdale, FL; Charlotte-Gastonia-Rock Hill, NC; Greensboro-Winston Salem-High Point, NC; Nashville, TN; and New Orleans, LA, and BellSouth has provided non- discriminatory cost based access to the Enhanced Extended Link (EEL) throughout Density Zone 1 as determined by NECA Tariff No. 4 as in effect on January 1, 1999.

  • Landlord and Storage Agreements Upon request, provide Agent with copies of all existing agreements, and promptly after execution thereof provide Agent with copies of all future agreements, between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

  • Processing operations The personal data transferred will be subject to the following basic processing activities (please specify):

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

  • WORK CLOTHING Two sets of cotton drill protective clothing will be issued to all employees, upon request, within two weeks of commencing work with the Company. Employees will be made aware of these entitlements at the time of employment. A set of clothing will consist of either: • Two pairs of overalls; or • Two combination bib and brace; or • Two pairs of long trousers and two long sleeved shirt; or • Work denims at cost no greater than the above three choices • Clothing and footwear will be replaced on a fair wear and tear basis.

  • Cloud storage DSHS Confidential Information requires protections equal to or greater than those specified elsewhere within this exhibit. Cloud storage of Data is problematic as neither DSHS nor the Contractor has control of the environment in which the Data is stored. For this reason: (1) DSHS Data will not be stored in any consumer grade Cloud solution, unless all of the following conditions are met: (a) Contractor has written procedures in place governing use of the Cloud storage and Contractor attests in writing that all such procedures will be uniformly followed. (b) The Data will be Encrypted while within the Contractor network. (c) The Data will remain Encrypted during transmission to the Cloud. (d) The Data will remain Encrypted at all times while residing within the Cloud storage solution. (e) The Contractor will possess a decryption key for the Data, and the decryption key will be possessed only by the Contractor and/or DSHS. (f) The Data will not be downloaded to non-authorized systems, meaning systems that are not on either the DSHS or Contractor networks. (g) The Data will not be decrypted until downloaded onto a computer within the control of an Authorized User and within either the DSHS or Contractor’s network. (2) Data will not be stored on an Enterprise Cloud storage solution unless either: (a) The Cloud storage provider is treated as any other Sub-Contractor, and agrees in writing to all of the requirements within this exhibit; or, (b) The Cloud storage solution used is FedRAMP certified. (3) If the Data includes protected health information covered by the Health Insurance Portability and Accountability Act (HIPAA), the Cloud provider must sign a Business Associate Agreement prior to Data being stored in their Cloud solution.

  • Customer Agreements 29.1 Trader to include provisions in Customer Agreements: The following clauses apply in respect of the Trader’s Customer Agreements: (a) in respect of each Customer Agreement that has been entered into prior to the Commencement Date: (i) at the next review date, or, if the Trader is able to unilaterally vary the Customer Agreement, within 12 months after the Commencement Date (whichever is earlier), the Trader must issue a unilateral variation to the Customer Agreement to include provisions that have substantially the same effect as the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017; or (ii) if the Trader is unable to unilaterally vary 1 or more Customer Agreements as set out in subparagraph (i), the Trader must: (A) use all reasonable endeavours to obtain at the next review of each Customer Agreement, or within 12 months, whichever is earlier, the agreement of the Customer to enter into a variation of the Customer Agreement to include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor under section 12 of the Contract and Commercial Law Act 2017; and (B) promptly provide notice to the Distributor if it is unable to obtain the agreement of the Customer required in subparagraph (A); or (b) in respect of each Customer Agreement that has been entered into after the Commencement Date, include the provisions required to be included in the Customer Agreement by this Agreement, and those provisions must be expressed to be for the benefit of the Distributor and enforceable by the Distributor in accordance with section 12 of the Contract and Commercial Law Act 2017.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

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