Common use of By Supplier Clause in Contracts

By Supplier. Supplier shall comply with all Laws to the extent applicable to Supplier, including Supplier Operational Laws (collectively, the "Supplier Laws"). Supplier shall provide the Services to Customer in compliance with, and shall cause all Service Locations, Supplier Software, Developed Supplier Software and Supplier Hardware used to provide the Services to comply with (1) all Supplier Laws and (2) Customer's directions with respect to Customer Laws and any Laws that apply to Customer's clients. Customer Party shall direct Supplier in writing on the method of compliance with Customer Laws and Laws that apply to Customer's clients, and Supplier shall comply with all such directions (which Customer directions shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9). If Supplier is not in compliance with any Supplier Operational Law (or any Customer instruction previously given with respect to Customer Laws or Laws that apply to Customer's clients), then Supplier shall, at Supplier's own cost and expense, immediately undertake such measures which are necessary to comply with such Supplier Operational Law or Customer instruction, as applicable. If Supplier fails to immediately undertake the measures set forth in the prior sentence in respect of any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier's cost and expense, undertake such measures which are necessary to establish Supplier's compliance with such Supplier Operational Law or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises to the level of, or otherwise results in, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer's financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changes.

By Supplier. Party Supplier shall comply Party represents, warrants and covenants that as of the Effective Date and continuing throughout the Term: (1) Supplier Party is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York; (2) Supplier Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; (3) the execution, delivery and performance of this Agreement by Supplier Party (a) has been duly authorized by Supplier Party and (b) does not conflict with, result in a breach of or constitute a default under any other agreement to which Supplier Party or Supplier is a party or by which Supplier Party or Supplier is bound; (4) Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement; – Broadridge Confidential; IBM Confidential – Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 (5) Supplier is in compliance with all Supplier Laws and has obtained all applicable governmental permits and licenses required of Supplier in connection with its obligations under this Agreement; (6) there is no outstanding litigation, arbitrated matter or other dispute to the extent applicable which Supplier is a party which, if decided unfavorably to Supplier, including would reasonably be expected to have a material adverse effect on Customer’s or Supplier’s ability to fulfill their respective obligations under this Agreement; (7) Supplier Operational Laws has sufficient right, title and interest (collectivelyand has obtained the consents) to assign, transfer and convey the "Supplier Laws"). Supplier shall provide the Services to Customer in compliance withownership rights, and shall cause all Service Locationsto grant the licenses, set forth in Article 10; (8) the Supplier Software, Developed Supplier Software Software, Supplier Work Product, Deliverables, Services (and use thereof) or any other items provided by Supplier to Customer do not and shall not infringe or cause the infringement of, the copyright, trademark, patent, or other similar intellectual property rights of a third party, except to the extent such infringement is a result of: (a) Customer’s use of the Supplier Software, Developed Supplier Software, Supplier Work Product, Deliverables or items in contravention of the Related Documentation; (b) modifications made by Customer or Customer Agents not made at the direction of Supplier Party; (c) Supplier complying with instructions or designs provided by Customer; or (d) any combination of the Supplier Software, Developed Supplier Software, Supplier Work Product, Deliverables, Services or items by Customer or Customer Agents with products or systems other than those provided by, or authorized by, Supplier; (9) the Services shall be performed (a) with adequate numbers of qualified Supplier personnel (as to training, skill and experience), (b) in a good and workmanlike manner and (c) consistent with industry standards and practice utilized by tier-one IT service providers; (10) subject to Section 3.08, Supplier shall maintain the Supplier Hardware used (and the Customer Hardware to provide the Services to comply extent that Supplier has maintenance responsibility for such Customer Hardware) so that they operate in accordance with their specifications, including: (1a) all Supplier Laws maintaining equipment in good operating condition and (2b) undertaking repairs and preventive maintenance on equipment in accordance with the applicable equipment manufacturer’s recommendations; (11) at the time of its delivery, each Deliverable that is Developed Customer Software shall: (a) conform to and perform in accordance with the applicable Related Documentation and Acceptance Criteria; (b)(i) to the extent contemplated in the applicable Related Documentation and Acceptance Criteria, [****], (ii) function as designed and in accordance with Customer's directions ’s specifications or the criteria agreed upon in a Statement of Work and (iii) [****]; and (c) [****]; (12) Supplier shall use commercially reasonable efforts to identify and notify Customer of any negative impact that each Deliverable that is Developed Customer Software may have on Customer’s normal operations or business processes; – Broadridge Confidential; IBM Confidential – 49 Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 (13) Supplier shall provide Customer with all Related Documentation (and other documentation that is Work Product) that exists and relates to Customer’s use of the Supplier Software, Developed Customer Software, Developed Supplier Software, Restricted Third Party Software, and any other Software to be developed or otherwise provided by Supplier pursuant to this Agreement; provided, however, that with respect to Customer Laws Supplier Software which is commercially available, Supplier shall provide the Related Documentation customarily made available with such Supplier Software; (14) Related Documentation (and any Laws other documentation that apply to Customer's clients. Customer Party shall direct is Work Product) provided by Supplier in writing on the method of compliance accordance with Customer Laws and Laws that apply to Customer's clients, and Supplier shall comply with all such directions (which Customer directions this Section shall be implemented as Non-Chargeable Changescurrent and, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures applicable Statement of Work; (15) Supplier shall (a) not introduce any Virus or Disabling Code in the Deliverables and Customer computer systems, and (b) use [****] designed to prevent a third party from introducing any Virus or Disabling Code into the issue escalation procedures set forth Deliverables and Customer computer systems; (16) Supplier shall not embed in Article 5 any Software, any “open source” Software or any other Software that requires as a condition of Exhibit 9). If Supplier is not in compliance with any Supplier Operational Law its use, modification or distribution that such Software (or any Customer instruction previously given with respect to Customer Laws other Software incorporated into, derived from or Laws that apply to Customer's clients), then Supplier shall, at Supplier's own cost and expense, immediately undertake such measures which are necessary to comply distributed with such Supplier Operational Law Software) be (a) disclosed or Customer instructiondistributed in source code form, as applicable. If Supplier fails to immediately undertake (b) licensed for the measures set forth in the prior sentence in respect purpose of making derivative works or (c) redistributed at no charge; provided, however, that “open source” Software or any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier's cost and expense, undertake such measures which are necessary to establish Supplier's compliance other Software with such Supplier Operational Law conditions on its use, modification or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises distribution may be embedded in commercially available products to the level ofextent (i) Supplier obtains Customer’s approval of such embedding and (ii) such embedding does not affect Customer’s rights in, or otherwise results intitle to, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer's financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changesintellectual property).

By Supplier. Supplier shall comply with all Laws to the extent applicable to Supplier, including Supplier Operational Laws (collectively, the "“Supplier Laws"”). Supplier shall provide the Services to Customer in compliance with, and shall cause all Service Locations, Supplier Software, Developed Supplier Software and Supplier Hardware used to provide the Services to comply with (1) all Supplier Laws and (2) Customer's ’s directions with respect to Customer Laws and any Laws that apply to Customer's ’s clients. Customer Party shall direct Supplier in writing on the method of compliance with Customer Laws and Laws that apply to Customer's ’s clients, and Supplier shall comply with all such directions (which Customer directions shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9[****]). If Supplier is not in compliance with any Supplier Operational Law (or any Customer instruction previously given with respect to Customer Laws or Laws that apply to Customer's ’s clients), then Supplier shall, at Supplier's ’s own cost and expense, immediately undertake such measures which are necessary to comply with such Supplier Operational Law or Customer instruction, as applicable. If Supplier fails to immediately undertake the measures set forth in the prior sentence in respect of any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier's ’s cost and expense, undertake such measures which are necessary to establish Supplier's ’s compliance with such Supplier Operational Law or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises to the level of, or otherwise results in, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer's ’s financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changes.