Client Obligations and Responsibilities. To enable Xxxxxxxxx to perform its obligations under this Agreement, Client shall at no charge to Xxxxxxxxx:
(a) Make available, as reasonably requested by Xxxxxxxxx, timely management decisions, complete and accurate documentation and information so that the Services contemplated by this Agreement may be accomplished.
(b) Furnish Xxxxxxxxx with complete and accurate data information to complete the valuation as soon as reasonably possible.
(c) Exercise all discretionary authority and control over the management and disposition of Plan assets to the exclusion of Gallagher. Gallagher shall not exercise any authority or control with respect to the management or disposition of the assets of the Plan. Gallagher shall have no responsibility or liability with respect to any funding of Plan Benefits.
(d) Perform any other administrative functions not expressly assumed by Xxxxxxxxx hereunder.
Client Obligations and Responsibilities. 3.1 Client shall use commercially reasonable efforts to: (a) Appoint and maintain throughout the Term a Client employee to serve as the Primary Contact, designed in the applicable Order Form, who will have the authority to act on behalf of Client with respect to the Agreement and Services.
Client Obligations and Responsibilities. Client shall provide Cylance with appropriate information concerning, and reasonable access to, the computer systems of the Client and provide all information and data and access and full, good faith cooperation as reasonably necessary to facilitate the Cylance’s delivery of these ThreatZero Assurance Services, including one or more employees of Client who have substantial computer systems and network and project management experience to act as a liaison between Client and Cylance. If Client fails or delays in its performance of any of the foregoing, and such failure or delay causes substantial or material difficulties for Cylance to perform its obligations hereunder, Cylance shall not be held responsible for the delay. Client also agrees to the following specific obligations and responsibilities:
Client Obligations and Responsibilities. Client shall provide Cylance with appropriate information concerning, and reasonable access to, the computer systems of the Client and provide all information and data and access and full, good faith cooperation as reasonably necessary to facilitate the Cylance’s delivery of these ThreatZero Assurance Services, including one or more employees of Client who have substantial computer systems and network and project management experience to act as a liaison between Client and Cylance. If Client fails or delays in its performance of any of the foregoing, and such failure or delay causes substantial or material difficulties for Cylance to perform its obligations hereunder, Xxxxxxx shall not be held responsible for the delay. Client also agrees to the following specific obligations and responsibilities: * Client shall identify point of contact for engagement. ¥ Client shall ensure that any disclosures, consents or approvals for monitoring of endpoints (if any needed) shall be obtained in advance of any implementation or deployment of such endpoints ¥ Client shall provide Cylance with administrative access to the Cylance Software user interface ¥ Client shall be responsible for network availability of Client systems at all times during the project; Client understands that lack of network readiness or access to specific files or other data may result in lack of productivity by Cylance or may otherwise affect the accuracy of the results. ¥ Client shall ensure all devices relevant to the implementation within the desired environment will be accessible via network connectivity and accessibility prior to the time that the engagement commences.
Client Obligations and Responsibilities. To enable Xxxxxxxxx to perform its obligations under this Agreement, Client shall at no charge to Xxxxxxxxx:
5.1. As reasonably requested by Xxxxxxxxx, Client will provide timely management decisions, and make available complete and accurate data, documentation, and information so that the Scope of Services contemplated by this Agreement may be accomplished.
5.3. Perform any other administrative functions not expressly assumed by Xxxxxxxxx hereunder.
Client Obligations and Responsibilities. During the term of this Agreement, Client agrees to:
(a) provide APC with the following information: (1) desired food and non-food product types; (2) quantities needed of desired food and non-food product types; and (3) such other information which is customarily included in food and non-food purchase orders within the industry;
(b) make purchases consistent with the terms offered from the APC vendor contracts including but not limited to minimum quantities for delivery and vendor orders. The client school system is responsible for its own procedures for deviating from specific items awarded;
(c) be responsible for adhering to all required federal, state and local laws, regulations and executive orders pertaining to procurement, acquisition, preparation, service, menus, and nutritional requirements, as well as any and all other food and food service requirements, including but not limited to reviewing any literature on products, following instructions from the food suppliers and handling of all products;
(d) inform APC of issues with products and/or vendors; provided, however, that APC reserves the right to limit its involvement with resolution in its sole discretion; and
(e) be responsible for review of APC procedures, vendor solicitations, vendor contracts and any other relevant material. APC operates as a vendor for the client school system and it is further it is understood that by the terms stated and agreed upon by the bidder in the Request for Proposal/Contract that this agreement shall serve as the contract between the school system and the winning/awarded bidders. For all intents and purposes, the name of the client school system will be deemed to have replaced APC in the RPF documents.
(f) pricing provided to Client is for child nutrition programs and support only. Use of the pricing for other purposes is prohibited. The Client acknowledges and understands that retaining the services of APC is only part of the Client’s procurement process. It is the Client that is solely and ultimately responsible for following all procurement laws, rules and regulations.
Client Obligations and Responsibilities. Client shall:
(a) Provide copies of or access to Client's information, websites, trademarks, logos, or other material (collectively, "Client Materials") as Company may request in order to carry out the Services in a timely manner and ensure that they are complete and accurate in all material respects. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of any jurisdiction throughout the world (collectively "Intellectual Property") therein.
(b) Respond promptly to any Company request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Company to perform the Services in accordance with the requirements of this Agreement.
(c) Agree to the terms of the Company's Policies as set forth on Company's website xxxxx://xxxxxxxxxxxxxxxxxxxxxx.xxx/customer-service-policies/.
(d) If applicable, Client shall be responsible for any and all legal and ethical compliance as required by Client's licensing jurisdictions.
Client Obligations and Responsibilities. 3.1. Client shall use commercially reasonable efforts to:
3.1.1. Appoint and maintain throughout the Term a Client employee to serve as its primary contact (the “Client Primary Contact”), designated in the Order Forms, who will have the authority to act on behalf of Client with respect to the Agreement and Services.
3.1.2. Provide copies of or access to such Client materials and product samples as Marketer may reasonably request in order to carry out and perform the Services in a timely, complete, and accurate manner (the “Client Materials”). Client is, and shall remain, the sole and exclusive owner of all right, title and interest in and to all Client Materials, including all Intellectual Property therein. Marketer shall have a limited non-exclusive license to view, reproduce, publish, display and distribute Client Materials during the Term of this Agreement to the extent reasonably necessary to provide the Services to Client.
3.1.3. Respond promptly to Marketer requests to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Marketer to perform the Services in accordance with the requirements of this Agreement.
Client Obligations and Responsibilities. Client shall:
2.1 Appoint and, in its reasonable discretion, replace a Client employee to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement (the “Client Contract Manager”).
2.2 Provide copies of or access to Client’s information, documents, samples, products, description of services, or other materials (collectively, “Client Materials”) as Service Providers may reasonably request in order to carry out the Services in a timely manner and which Client considers reasonably necessary, and ensure that they are complete and accurate in all material respects; provided, however, that in no event shall Client be required to provide Service Providers with any trade secret information. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title, and interest in and to all Client Materials, including all copyrights, trademarks, service marks, trade dress, trade names, trade secrets, patents, mask works, and other intellectual and industrial property rights (collectively “Intellectual Property Rights”) therein. Service Providers shall have no right or license to use any Client Materials other than during the Term to the extent necessary to provide the Services to Client, and all other rights in and to the Client Materials are expressly reserved by Client.
2.3 Use commercially reasonable efforts to respond promptly to any Service Providers’ request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Providers to perform the Services in accordance with the requirements of this Agreement.
Client Obligations and Responsibilities. During the term of this Agreement, Client shall: (a) provide DW with all necessary access to Client’s facilities, personnel, and materials; and (b) obtain any consent required from a third party to permit DW to access and/or use that third party’s IT systems and proprietary material in Client’s possession and control in order for DW to perform its obligations under this Agreement and an SOW. Client agrees that the delivery of Deliverables and the performance of Services under each SOW are time sensitive. In order for DW to perform as requested, Client hereby agrees to promptly respond to all communications initiated by DW in a timely manner. Client’s failure to be responsive to DW’s personnel will negatively impact DW’s ability to deliver the Deliverables and perform the Services. Should Client fail to perform all of its obligations and responsibilities under this Agreement, DW shall receive an appropriate extension of time to provide the Services and/or Deliverables under this Agreement or shall be relieved from performance of the Services and/or delivery of the Deliverables, in DW’s sole discretion, if such Services and/or Deliverables were time sensitive. Further, in the event of Client’s failure to comply with any warranty under this Agreement, DW shall not be held responsible or liable for any resulting delay in providing Deliverables under this Agreement, and Client shall promptly reimburse DW for all additional costs and expenses incurred by DW as a direct result of such failure by Client.
