By Supplier. Supplier covenants and agrees with Chordiant that during the Term and the Termination Assistance Period: (a) Supplier shall provide the Services with promptness, diligence and in a professional manner, in accordance with the terms of the Lines of Business, Statements of Work and practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services; (b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder; (c) The Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall not infringe upon the proprietary rights of any third party; (d) The Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall be free from material defects in design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Statement of Work or other documentation agreed to by the Parties for 180 days following the acceptance of such materials by Chordiant and shall be free and clear of any liens, claims, charges, debts or other encumbrances; (e) Supplier shall promptly notify Chordiant if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents, or Chordiant’s receipt and use of the foregoing as contemplated under this Agreement may infringe upon the proprietary rights of any third party; (f) Supplier shall ensure that no viruses, locks, trap doors, back doors or similar items whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub program, or to interfere with the operation of the Systems (or any portion thereof), including any code, program, or sub-program, or any device, method, or token that permits any person to circumvent the normal security of the Systems (or any portion thereof) or the system containing the code are coded or introduced into the Systems, and Supplier agrees that, in the event a virus or similar item is found to have been introduced into the Systems, Supplier shall use best efforts to mitigate the effects of the virus or similar item and, if the virus or similar item causes a loss of operational efficiency or loss of data, to assist Chordiant to the same extent to mitigate and restore such losses; (g) Supplier shall not insert into the Software used to provide the Services any code that would have the effect of disabling or otherwise shutting down all or any portion of the Systems or Services; and (h) Neither Supplier nor any Supplier Agents shall make any unauthorized representations on Chordiant’s behalf or about Chordiant, nor commit or bind Chordiant other than as specifically authorized in writing.
Appears in 1 contract
By Supplier. Supplier represents, warrants and covenants to Advanta that: ****** — Denotes material that has been omitted and agrees filed separately with Chordiant the Commission.
a. there are no pending or threatened claims against Supplier that during the Term could have a Material Adverse Effect and the Termination Assistance Period:Supplier is not aware of any circumstance that could give rise to such a claim;
(ai) Supplier shall provide the Services shall be rendered with promptness, diligence efficiency, and diligence, and shall be executed in a professional workmanlike and cost-effective manner, in accordance with the terms of the Lines of Business, Statements of Work and high professional practices and professional standards used in well-managed operations suppliers performing services substantially similar to the Services, and Supplier ; (ii) it shall use an adequate numbers number of qualified individuals with suitable training, education, experience experience, and skill to perform the Services;
; (biii) it shall maintain quality certifications for any Supplier Facilities at or from which Services are performed or provided, as required from time to time by Advanta, and (iv) the Services shall strictly comply with all applicable Laws and the terms of this Agreement to ensure protection of Customer Data and Advanta Confidential Information.
c. it shall maintain the Software and the Equipment so that they operate in accordance with their respective specifications, including by means of, subject to the terms and conditions of this Agreement: (i) maintaining the Software and the Equipment in good operating condition; (ii) promptly undertaking repairs and preventive maintenance on the Equipment, including, at a minimum, in accordance with applicable manufacturer’s recommendations; (iii) promptly installing available Bug Fixes and Upgrades to the Software, subject to the terms and conditions of this Agreement; and (iv) performing all Software maintenance necessary to ensure that the Software is up-to-date and functioning in accordance with its specifications.
d. it shall use any resources and services necessary to provide the Services efficiently, and that it shall perform the Services in the most cost-effective manner consistent with the level of quality and performance required hereunder.
(i) it shall provide the Services using proven, current technology that shall both enable Advanta to take advantage of technological advances in its industry, and support Advanta’s efforts to maintain competitiveness in the markets in which it competes; (ii) in consultation with Advanta, it shall implement all available upgrades in technology, allowing the Parties to realize the benefits of any applicable increases in efficiency and productivity; (iii) it shall proactively seek out new technologies by surveying key suppliers, in order to identify advances or changes in technology that are or could be appropriate and beneficial to Advanta, and shall contribute to the ongoing development of Advanta’s strategies, principles, and standards (including with respect to technical, data, and applications architectures) at Advanta’s request; and (iv) it shall use diligence and practices in accordance with Payment Card Industry Standards to identify and protect against emerging security risks and threats.
f. it shall perform its obligations hereunder in a manner that does not, and that the Supplier-Provided Software and any Deliverables or other materials prepared by or on behalf of Supplier in the performance course of this Agreement performing the Services do not, and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder;
(c) The Deliverablesnot, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall not infringe upon the proprietary or violate, or constitute a misappropriation of, any patent, copyright, trademark, trade secret, license, or other intellectual property rights or other rights of any third party;. ****** — Denotes material that has been omitted and filed separately with the Commission.
g. it shall and shall cause the Supplier Agents to comply with all third party agreements applicable to the provision of the Services, including, all of the terms and conditions for use of Advanta-Provided Software.
(di) The Deliverableseach Supplier Subcontractor has entered into a Subcontractor Direct Agreement with Advanta dated as of the Effective Date, (ii) it has, and the Supplier Subcontractors have, entered into an EIPI Agreement with each of their respective employees providing the Services and (iii) it shall, and shall cause the Supplier Subcontractors to, enter into an EIPI Agreement with each new employee providing the Services.
i. all Deliverables and other materials prepared by or on behalf of Supplier in the course of performing the Services do and shall: (i) conform to their respective specifications; (ii) contain no material bugs or defects; and (iii) work for their intended purposes.
j. it is either the owner of, or expressly authorized to use for purposes of providing the Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product all Supplier-Provided Software and any other resources software that is provided or items used used, or shall be provided or used, by Supplier or furnished to Chordiant by Supplier or any Supplier Agents in providing the Services shall be free from material defects in design, workmanship, operation and performance, shall comply connection with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Statement of Work or other documentation agreed to by the Parties for 180 days following the acceptance of such materials by Chordiant and shall be free and clear of any liens, claims, charges, debts or other encumbrances;this Agreement.
(ei) Supplier it shall promptly notify Chordiant if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished use best efforts to Chordiant by Supplier or Supplier Agents, or Chordiant’s receipt and use of the foregoing as contemplated under this Agreement may infringe upon the proprietary rights of any third party;
(f) Supplier shall ensure that no viruses, locks, trap doors, back doors or similar items whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub program, or to interfere with the operation of the Systems (or any portion thereof), including any code, program, or sub-program, or any device, method, or token that permits any person to circumvent the normal security of the Systems (or any portion thereof) or the system containing the code Viruses are coded or introduced into any Software or Equipment used to provide the SystemsServices, and into Advanta’s software or systems, or into any Deliverables or other materials prepared by or on behalf of Supplier agrees that, in the event a virus course of performing the Services; (ii) if any Virus is discovered in any Software or similar item is found Equipment used to have been introduced into provide the SystemsServices or any Deliverables or other materials prepared by or on behalf of Supplier in the course of performing the Services, Supplier shall use best efforts to mitigate immediately assist Advanta in mitigating the adverse the effects of the virus or similar item Virus and, if the virus or similar item Virus causes a loss of operational efficiency or loss of data, in mitigating such losses and restoring Advanta to assist Chordiant its pre-loss position; and (iii) if any Virus is discovered in Advanta’s systems and such Virus was introduced in violation of this Section 25.1(k), Supplier shall indemnify Advanta for all Losses incurred as a result of such violation.
l. without the prior written consent of Advanta, no Open Source Software: (i) has been or shall be coded or otherwise introduced into, or shall be made part of, incorporated into, combined with, used to create, or distributed in conjunction with, any Software or Equipment used to provide the same extent Services, into Advanta’s software or systems, or into any Deliverables or other materials prepared, maintained, or delivered by or on behalf of Supplier in the course of performing the Services; (ii) shall be used in any manner that creates, or purports to mitigate create, obligations for Advanta with respect to any Software or Equipment used to provide the Services, any Advanta software or systems, or any Deliverables or other materials prepared, maintained or delivered, by or on behalf of Supplier in the course of performing the Services, or grants or purports to grant to any third party any rights or immunities under any such Software, Equipment, Deliverables or materials (including any use, modification and/or distribution of Open Source Software that requires, as a condition of such use, modification, and/or distribution, that other software integrated with, derived from, or distributed with such Open Source Software be (A) disclosed or distributed in Source Code form or (B) redistributed at no charge). ****** — Denotes material that has been omitted and restore such losses;filed separately with the Commission.
(gi) Supplier shall use best efforts to not insert introduce any Disabling Code into any Software or Equipment used to provide the Services, into Advanta’s software or systems, or into any Deliverables or other materials prepared by or on behalf of Supplier in the course of performing the Services; (ii) with respect to any Disabling Code that may be part of the Software used to provide the Services, Supplier shall not invoke, cause to be invoked, or permit the invocation of such Disabling Code at any time without Advanta’s prior written consent; and (iii) if any Disabling Code has been found introduced in violation of this Section 25.1(m), Supplier shall indemnify Advanta for all Losses incurred as a result of such violation.
n. with respect to all date-related data and functions, the Software or Equipment used to provide the Services and any code Deliverables or other materials prepared by or on behalf of Supplier in the course of performing the Services shall accept input, perform processes, and provide output in a manner that: (i) is consistent with its intended use and all applicable specifications; (ii) prevents ambiguous or erroneous results, including date-related errors; and (iii) does not result in any adverse effect on the Services.
o. all costs to be charged to Advanta in connection with the performance of the Services are expressly identified in this Agreement or SOWs, and that would Supplier is unaware of any other costs (whether direct charges, Pass-Through Expenses, or otherwise) that Advanta shall incur in connection with Supplier’s performance of the Services.
p. [intentionally deleted] q. it has not violated any Laws or Card Association Rules, or any Advanta policies of which Supplier has been given notice, regarding the offering of unlawful inducements in connection with this Agreement. If at any time during the Term, Advanta determines that the foregoing warranty is inaccurate, then, in addition to any other rights Advanta may have at law or in equity, Advanta shall have the effect of disabling or otherwise shutting down all or any portion of the Systems or Services; and
(h) Neither right to immediately terminate this Agreement for cause upon notice to Supplier, without penalty and without affording Supplier nor any Supplier Agents shall make any unauthorized representations on Chordiant’s behalf or about Chordiant, nor commit or bind Chordiant other than as specifically authorized in writingan opportunity to cure.
Appears in 1 contract
By Supplier. Supplier covenants and agrees with Chordiant LS&Co. that during the Term and the Termination Assistance Period:
(a) Supplier shall (i) provide the Services with promptness, diligence and in a professional manner, in accordance with the terms of the Lines of Business, Statements of Work and practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall (ii) use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the ServicesServices and (iii) implement service delivery practices that are stable, mature and well-managed;
(b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder;
(c) The Deliverables, the Services, Supplier Software, Supplier ToolsEquipment, Supplier EquipmentCommissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Chordiant LS&Co. by Supplier or Supplier Agents in providing the Services (“Materials”), or LS&Co.’s receipt or use of the Materials as contemplated under this Agreement shall not infringe upon the proprietary rights Intellectual Property Rights of any third party;
(d) The Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall be free from material defects in design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Statement of Work or other documentation agreed to by the Parties for 180 days following the acceptance of such materials by Chordiant and shall be free and clear of any liens, claims, charges, debts or other encumbrances;
(e) Supplier shall promptly notify Chordiant LS&Co. if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier AgentsMaterials, or ChordiantLS&Co.’s receipt and use of the foregoing Materials as contemplated under this Agreement may infringe upon the proprietary rights Intellectual Property Rights of any third party;
(fe) without limiting Supplier’s obligations under the Statements of Work, Supplier shall not, and shall ensure that no the Supplier Agents shall not, code or introduce into the systems any viruses, lockstrojan horses, trap worms, spyware, back doors, back doors email bombs, malicious code or similar items whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code(collectively, program or sub program, or to interfere with the operation of the Systems (or any portion thereof“Malware”), including any code, program, or sub-program, or any device, method, or token that permits any person and shall use all reasonable efforts to circumvent the normal security of the Systems (or any portion thereof) or the system containing the code are coded or prevent Malware from being introduced into the Systems, and Supplier agrees that, System by any third parties; provided that in the event a virus or similar item that Malware is found to have been introduced into the Systems, Supplier shall use it best efforts to mitigate the effects of the virus or similar item Malware and, if the virus or similar item Malware causes a loss of operational efficiency or loss of data, to assist Chordiant to the same extent to mitigate and restore such losses;
(gf) Supplier shall not insert into not, and shall ensure that the Supplier Agents shall not, code or introduce Software used to provide the Services any code or Equipment that would have the effect of disabling or otherwise shutting down all or any portion of the Systems Services or the Systems. With respect to any disabling code that may be part of the Software, Supplier shall not invoke such disabling code at any time (whether during or after the Term) for any reason. If at any time the licensor of any Supplier Third Party Software shall invoke or threaten to invoke any disabling code in Supplier Third Party Software CONFIDENTIAL TREATMENT REQUESTED – REDACTED COPY EXECUTION VERSION licensed to Supplier which could adversely affect the Services; and, Supplier shall use its best efforts to preclude such action on the part of such licensor;
(hg) Neither Supplier nor any and all Supplier Agents shall not make any unauthorized representations on ChordiantLS&Co.’s behalf or about ChordiantLS&Co., nor commit or bind Chordiant LS&Co. other than as specifically authorized authorized;
(h) Supplier or Supplier Agents shall not include in writingany Commissioned Materials or LS&Co. Derivative Works any software that is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) without LS&Co.’s prior written consent, and to the extent that Supplier uses open source software in the performance of the Services, Supplier shall ensure that such use does not: (i) require or condition the use or distribution of such software on the disclosure, licensing, or distribution of any source code for any portion of such software; or (ii) could otherwise impose any limitation, restriction, or condition on the right or ability of LS&Co. to use or distribute such software;
(i) any Commissioned Materials and other deliverables provided by Supplier pursuant to this Agreement shall be: (i) free from material defects in materials, design and workmanship; (ii) in conformance with any applicable documentation, manuals, specifications or requirements; and (iii) free and clear of any liens, claims, charges, debts or other encumbrances; and
(j) unless otherwise agreed by the Parties, with respect to any Commissioned Materials: (i) if there is any defect or nonconformity, upon notice from LS&Co., Supplier shall promptly, at its sole cost and expense, correct or replace any such defect or nonconformity; and (ii) if Supplier fails to do so within 15 days from receipt of notice (or other time period agreed by the Parties), LS&Co. may at its option either obtain from Supplier any amounts reasonably expended to correct or replace such defect or nonconformity, or terminate the applicable New Service Proposal and obtain a refund of amounts paid for such Commissioned Materials.
Appears in 1 contract
Samples: Master Services Agreement
By Supplier. Supplier covenants and agrees with Chordiant Michaels that during the Term and the Termination Assistance Period:
(a) Supplier shall provide the Services with promptness, diligence and in a professional manner, in accordance with the terms of the Lines of Business, Statements of Work and practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services;
(b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable Supplier Consents, Supplier Government Approvals and permits and licenses required of Supplier in connection with its obligations hereunder;
(c) The Deliverables, the Services, Supplier Software, Supplier ToolsEquipment, Supplier EquipmentCommissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Chordiant Michaels by Supplier or Supplier Agents in providing the Services shall not infringe upon the proprietary rights of any third party;
party (dexcept to the extent such claim is based on: (i) The Deliverables, a modification to the Services, Supplier Software, Supplier ToolsEquipment, Commissioned Materials, Work Product: (A) by Michaels or Michaels Agents (other than Supplier); or (B) that was not made by or at the written direction of the Supplier; (ii) compliance by Supplier with written specifications provided by Michaels; (iii) Michaels’ combination of the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product with items not provided or recommended by Supplier; (iv) Michaels’ use of the Services, Supplier Software, Supplier Equipment, Commissioned Materials, Work Product other than in a manner that is permitted by this Agreement;(v) infringement arising from Michaels Software or other material provided by Michaels for access and any other resources or items used by use of Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall be free from material defects in design, workmanship, operation and performance, shall comply connection with the applicable documentation Service; provided, that the exclusions described in clauses (i)(B) and specifications, and shall provide the functions and features and operate (ii) will not apply in the manner described in event that Supplier knew, or ought to have known, that such materials infringed upon the applicable Statement of Work proprietary or other documentation agreed to by the Parties for 180 days following the acceptance rights of such materials by Chordiant and shall be free and clear of any liens, claims, charges, debts or other encumbrancesa third party);
(ed) Supplier shall promptly notify Chordiant Michaels if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Deliverables, Services, Supplier Software, Supplier ToolsEquipment, Supplier EquipmentCommissioned Materials, Work Product and any other resources or items used by Supplier or furnished to Chordiant Michaels by Supplier or Supplier AgentsAgents in providing the Services, or Chordiant’s Michaels’ receipt and use of the foregoing as contemplated under this Agreement may infringe upon the proprietary rights of any third party;
(fe) without limiting Supplier’s obligations under any applicable Statements of Work, Supplier shall ensure that no take all commercially reasonable best efforts to prevent any viruses, lockstrojan horses, trap worms, spyware, back doors, back doors email bombs, malicious code or similar items whose knowing or intended purpose is (collectively, “Malware”) to damage or interfere with the operation of the computer system containing the code, program or sub program, or to interfere with the operation of the Systems (or any portion thereof), including any code, program, or sub-program, or any device, method, or token that permits any person to circumvent the normal security of the Systems (or any portion thereof) or the system containing the code are be coded or introduced into the SystemsSystems by Supplier or Supplier Agents, and Supplier agrees that, shall use all reasonable efforts to prevent Malware from being introduced into the System by any third parties; provided that in the event a virus or similar item that Malware is found to have been introduced into the Systems, Supplier shall use all commercially reasonable best efforts to mitigate the effects of the virus or similar item Malware and, if the virus or similar item Malware causes a loss of operational efficiency or loss of data, to assist Chordiant to the same extent to mitigate and make all commercially reasonable best efforts to restore such losseslost data;
(gf) Supplier shall not insert into the take all commercially reasonable best efforts to prevent any Software used to provide the Services any code or Equipment that would have the effect of disabling or otherwise shutting down all or any portion of the Systems Services is coded or introduced into the Systems. With respect to any disabling code that may be part of the Software, Supplier shall not invoke such disabling code at any time (whether during or after the Term) for any reason. If at any time the licensor of any Supplier Third Party Software shall invoke or threaten to invoke any disabling code in Supplier Third Party Software licensed to Supplier which could adversely affect the Services; and, Supplier shall use its best efforts to preclude such action on the part of such licensor;
(hg) Neither neither Supplier nor any Supplier Agents shall make any unauthorized representations on Chordiant’s Michaels’ behalf or about ChordiantMichaels, nor commit or bind Chordiant Michaels other than as specifically authorized authorized;
(h) Supplier or Supplier Agents shall not, without the prior approval of Michaels (such approval to include where approved as part of an applicable Statement of Work or Project or where such Software is provided to Supplier by Michaels) include in writing.any Commissioned Materials or Michaels Derivative Works any software that is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that: (i) requires or conditions the use or distribution of such software on the disclosure, licensing, or distribution of any source code for any portion of such software; or (ii) could otherwise impose any limitation, restriction, or condition on the right or ability of Michaels to use or distribute such software;
(i) any Commissioned Materials and other deliverables provided by Supplier pursuant to this Agreement shall: (i) when delivered and for an agreed warranty period of three months be free from defects in materials, design, and workmanship;
Appears in 1 contract
By Supplier. Supplier covenants and agrees with Chordiant that during the Term and the Termination Assistance Period:
(a) Supplier shall provide the Services with promptness, diligence and in a professional manner, in accordance with the terms of the Lines of Business, Statements of Work and practices and professional standards used in well-managed operations performing services similar to the Services, and Supplier shall use adequate numbers of qualified individuals with suitable training, education, experience and skill to perform the Services;
(b) Supplier shall comply with all Laws applicable to Supplier in the performance of this Agreement and shall obtain all applicable permits and licenses required of Supplier in connection with its obligations hereunder;
(c) The Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall not infringe upon the proprietary rights of any third party;; [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(d) The Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents in providing the Services shall be free from material defects in design, workmanship, operation and performance, shall comply with the applicable documentation and specifications, and shall provide the functions and features and operate in the manner described in the applicable Statement of Work or other documentation agreed to by the Parties for 180 days following the acceptance of such materials by Chordiant and shall be free and clear of any liens, claims, charges, debts or other encumbrances;
(e) Supplier shall promptly notify Chordiant if Supplier learns of any claim, pending or threatened, or any fact upon which a claim could be made, that asserts that the Deliverables, Services, Supplier Software, Supplier Tools, Supplier Equipment, Work Product and any other resources or items used by Supplier or furnished to Chordiant by Supplier or Supplier Agents, or Chordiant’s receipt and use of the foregoing as contemplated under this Agreement may infringe upon the proprietary rights of any third party;
(f) Supplier shall ensure that no viruses, locks, trap doors, back doors or similar items whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub program, or to interfere with the operation of the Systems (or any portion thereof), including any code, program, or sub-program, or any device, method, or token that permits any person to circumvent the normal security of the Systems (or any portion thereof) or the system containing the code are coded or introduced into the Systems, and Supplier agrees that, in the event a virus or similar item is found to have been introduced into the Systems, Supplier shall use best efforts to mitigate the effects of the virus or similar item and, if the virus or similar item causes a loss of operational efficiency or loss of data, to assist Chordiant to the same extent to mitigate and restore such losses;
(g) Supplier shall not insert into the Software used to provide the Services any code that would have the effect of disabling or otherwise shutting down all or any portion of the Systems or Services; and
(h) Neither Supplier nor any Supplier Agents shall make any unauthorized representations on Chordiant’s behalf or about Chordiant, nor commit or bind Chordiant other than as specifically authorized in writing.
Appears in 1 contract
