Client-Provided Software. FIS will use all software acquired by Client from third parties or developed by Client (“Client-Provided Software”) without the assistance of FIS exclusively to process Client’s Data. Additional use of such Client-Provided Software by FIS shall require the written approval of Client. FIS reserves the right to review and/or test such Client-Provided Software, in advance of processing, to assure compatibility with FIS equipment and consistency with FIS’s processing techniques. FIS makes no warranties regarding the compatibility of the Client-Provided Software acquired by Client or any Client software with FIS’s equipment or with FIS’s processing techniques. At Client’s expense, Client shall provide Internet access for the Resident Staff and any non-FIS standard PC software licenses that FIS personnel are required to use in order to provide the Services to Client. The “Resident Staff” (as the term is defined below) will provide operational Services (excluding support and maintenance) with respect to such Client-Provided Software. Client shall have the right to purchase maintenance contracts for such Client-Provided Software in its discretion. Client represents and warrants to FIS that Client has the right to furnish the Client-Provided Software, documentation and other materials furnished to be used by FIS here under are free of all liens, claims, encumbrances and other restrictions. Client will indemnify FIS and hold FIS harmless from any loss, claim, damage or expense, including reasonable attorneys’ fees, resulting from any action brought or claim made by any third party claiming superior title or right to protection of proprietary information in respect of any Client-Provided Software.
Client-Provided Software. Client represents and warrants to Fidelity that any Client Provided Software shall perform in all material respects with its documentation and specifications.
Client-Provided Software. In order to carry out its responsibilities under this Agreement or an SOW, Accenture may need to use software, databases and data that are owned by or licensed to Client or otherwise obtain rights pursuant to contracts between Client and third parties (“Client-Provided Software”) as specified in the applicable SOW. To the extent so specified in the applicable SOW, Client grants to Accenture and its Affiliates (and authorized subcontractors), a worldwide, non-exclusive, non-transferable, royalty-free paid-up right and license to access, use, copy, modify and enhance such Client-Provided Software, all only to the extent necessary for Accenture’s performance of this Agreement and the applicable SOW. Such license will terminate upon the expiration of the applicable SOW. Client is administratively and financially responsible for obtaining with respect to each item of Client-Provided Software, any Consents necessary for the licenses and use specified above. Client will be responsible for the impact caused by any material delay or failure in obtaining such Consents. Accenture will inform Client as to its estimates of the impact of such delay or failure on Accenture’s ability to provide the Services in accordance with the terms of this Agreement and the SOW(s). In such event, the Parties shall seek to establish mutually acceptable alternative arrangements and to make appropriate adjustments in their respective obligations under the applicable SOW(s) (including the charges payable to Accenture) through the execution of a Change Order pursuant to Section 13.2. Any costs to Client that are associated with its carrying out these responsibilities are not included in the Charges and will be Retained Expenses. Accenture shall comply with restrictions on Accenture’s use of Client-Provided Software that are identified in writing to, and acknowledged by, Accenture. Subject to the foregoing, Client retains responsibility for its contractual obligations with respect to all Client-Provided Software.
Client-Provided Software. Fidelity will use all software acquired by Client from third parties or developed by Client ("Client-Provided Software") without the assistance of Fidelity exclusively to process Client's data. Additional use of such Client-Provided Software by Fidelity shall require the written approval of Client. Fidelity reserves the right to review and/or test such Client-Provided Software, in advance of processing, to assure compatibility with Fidelity equipment and consistency with Fidelity's processing techniques. Fidelity makes no warranties regarding the compatibility of the Client-Provided Software acquired by Client or any Client software with Fidelity's equipment or with Fidelity's processing techniques. At Client's expense, Client shall provide Internet access for the Resident Staff and any non-Fidelity standard PC software licenses that Fidelity personnel are required to use in order to provide the Services to Client. The "Resident Staff (as the term is defined below) will provide operational Services (excluding support and maintenance) with respect to such Client-Provided Software. Client shall have the right to purchase maintenance contracts for such Client-Provided Software in its discretion. Client represents and warrants to Fidelity that Client has the right to furnish the Client-Provided Software, documentation and other materials furnished to be used by Fidelity here under are free of all liens, claims, encumbrances and other restrictions. Client will indemnify Fidelity and hold Fidelity harmless from any loss, claim, damage or expense, including reasonable attorneys' fees, resulting from any action brought or claim made by any third party claiming superior title or right to protection of proprietary information in respect of any Client-Provided Software.
