CONTINUITY AND ESCROW Sample Clauses

CONTINUITY AND ESCROW. If Otherside at Work is unlikely to be in a situation of suspension or bankruptcy, then the hosting of the Xpert Suite is secured for 6 months by Escrow4All. Escrow4All has made separate agreements with ProServe. Otherside realizes that under certain circumstances - and solely for the purpose of ensuring the continuity of the Software - the Client may wish to have the source code of the Software at its disposal. In this context, Otherside has deposited the source code of the Software with a specialised escrow agency. This deposit is renewed as soon as there are any significant changes to the Software. The agreement with the escrow agency includes a third-party clause for the benefit of the Client, which provides, put briefly, that the escrow agency may issue the source code to the Client in the event of discontinuity of the Software, subject to further conditions. The Client can join the escrow agreement concerned as a beneficiary. Subject to the condition that the source code has been issued in accordance with the agreement between Otherside and the escrow agency, Otherside grants the Client a right to use the Software for its own use and to adapt the Software for the purpose of maintenance and further development. This conditional right of use shall under no circumstances include the right to exploit the Software other than for its own use and that of its end users. Client can register as an Escrow beneficiary. A registration form has been added to the annex to this SLA.
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CONTINUITY AND ESCROW. Otherside realizes that under certain circumstances - and solely for the purpose of ensuring the continuity of the Software - the Client may wish to have the source code of the Software at its disposal. In this context, Otherside has deposited the source code of the Software with a specialised escrow agency. This deposit is renewed as soon as there are any significant changes to the Software. The agreement with the escrow agency includes a third-party clause for the benefit of the Client, which provides, put briefly, that the escrow agency may issue the source code to the Client in the event of discontinuity of the Software, subject to further conditions. The Client can join the escrow agreement concerned as a beneficiary. Subject to the condition that the source code has been issued in accordance with the agreement between Otherside and the escrow agency, Otherside grants the Client a right to use the Software for its own use and to adapt the Software for the purpose of maintenance and further development. This conditional right of use shall under no circumstances include the right to exploit the Software other than for its own use and that of its end users. Client can register as an Escrow beneficiary. A registration form has been added to the annex to this SLA.

Related to CONTINUITY AND ESCROW

  • Registry Interoperability and Continuity Registry Operator shall comply with the Registry Interoperability and Continuity Specifications as set forth in Specification 6 attached hereto (“Specification 6”).

  • Continuity of Coverage When a new employee to the district was previously employed by a SEBB employer and was eligible for SEBB coverage, that employee will have uninterrupted benefit coverage if they are anticipated to work 630 hours or more in the school year. If an employee was not anticipated to work 630 hours in a school year but meets that eligibility criteria during the school year, the employee will become eligible for SEBB benefits and will begin coverage in the month following this establishment of eligibility.

  • Continuity Except as expressly modified hereby, the terms and provisions of the Agreement and all instruments, agreements or other documents executed and delivered in connection therewith shall continue in full force and effect. Whenever the “Agreement” is referenced in the Agreement or any of the instruments, agreements or other documents executed and delivered in connection therewith, such references shall be deemed to mean the Agreement as modified hereby.

  • Policy and Procedures If the resident leaves the facility due to hospitalization or a therapeutic leave, the facility shall not be obligated to hold the resident’s bed available until his or her return, unless prior arrangements have been made for a bed hold pursuant to the facility’s “Bed Reservation Policy and Procedure” and pursuant to applicable law. In the absence of a bed hold, the resident is not guaranteed readmission unless the resident is eligible for Medicaid and requires the services provided by the facility. However, the resident may be placed in any appropriate bed in a semi-private room in the facility at the time of his or her return from hospitalization or therapeutic leave provided a bed is available and the resident’s admission is appropriate and meets the readmission requirements of the facility.

  • Network Security and Privacy Liability Insurance During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service. Minimum limits: $2,000,000 per occurrence $2,000,000 annual aggregate Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

  • System Security and Data Safeguards When SAP is given access to Licensee’s systems and data, SAP shall comply with Licensee’s reasonable administrative, technical, and physical safeguards to protect such data and guard against unauthorized access. In connection with such access, Licensee shall be responsible for providing Consultants with user authorizations and passwords to access its systems and revoking such authorizations and terminating such access, as Licensee deems appropriate from time to time. Licensee shall not grant SAP access to Licensee systems or personal information (of Licensee or any third party) unless such access is essential for the performance of Services under the Agreement. The parties agree that no breach of this provision shall be deemed to have occurred in the event of SAP non-conformance with the aforementioned safeguard but where no personal information has been compromised.

  • Summary of Policy and Prohibitions on Procurement Lobbying Pursuant to State Finance Law §139-j and §139-k, this Contract includes and imposes certain restrictions on communications between OGS and a Vendor during the procurement process. A Vendor is restricted from making contacts from the earliest notice of intent to solicit offers/bids through final award and approval of the Procurement Contract by OGS and, if applicable, the Office of the State Comptroller (“restricted period”) to other than designated staff unless it is a contact that is included among certain statutory exceptions set forth in State Finance Law §139-j(3)(a). Designated staff, as of the date hereof, is identified in Appendix G, Contractor and OGS Information, or as otherwise indicated by OGS. OGS employees are also required to obtain certain information when contacted during the restricted period and make a determination of the responsibility of the Vendor pursuant to these two statutes. Certain findings of non-responsibility can result in rejection for contract award and in the event of two findings within a four-year period; the Vendor is debarred from obtaining governmental Procurement Contracts. Further information about these requirements can be found on the OGS website: xxxx://xxx.xxx.xx.xxx/aboutOgs/regulations/defaultSFL_139j-k.asp.

  • UNION SECURITY AND CHECKOFF 5:01 It shall be a condition of continued employment for all employees including probationary employees, as defined in Article 2, to become members and maintain membership in good standing in the Union.

  • Continuity of Services A. The Contractor recognizes that the service(s) to be performed under this Contract are vital to the State and must be continued without interruption and that, upon Contract expiration, a successor, either the State or another contractor, may continue them. The Contractor agrees to:

  • Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency’s reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information.

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