Common use of Contractor’s Performance Warranties Clause in Contracts

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one yeartherefor. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful workpersonlike manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. At its own expense and without limiting any other rights or remedies of the State hereunder, the Contractor shall re-perform any services that the State has determined to be unsatisfactory in its reasonable discretion, or the Contractor shall refund that portion of the fees attributable to each such deficiency. (viii) The services shall be performed in accordance with the highest professional or technical standards applicable to such services, provided however that if a conflicting specific standard is provided in this Agreement, such specific standard will prevail. (iv) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxlines, claims, mortgages, security interests, liabilities and encumbrances or any kind. (viv) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to Agency that: Contractor has the State that: (i) All Deliverables will be free from material errors skill and shall perform in accordance with the specifications therefor for a period knowledge possessed by well-informed members of at least one year. (ii) its trade or profession and Contractor will provide to apply that skill and knowledge with care and diligence so Contractor and Contractor’s employees and any authorized subcontractors perform the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of Services described in this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, Contract in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services prevalent in the planned environment. (v) All industry or business most closely involved in providing the Services that Contractor is providing to Agency pursuant to this Contract. Through the expiration of the Post Implementation Warranty Period, all Deliverables supplied delivered by the Contractor to Agency, and the State System as a whole, will materially conform to Acceptance Criteria set forth in this Contract, including the Statement of Work and any Documentation provided by Contractor, and be free from error or Defect that materially impairs their use, and be free from material defects in materials, workmanship, or design. Except as otherwise provided in this Contract, Contractor shall be transferred transfer all Deliverables to Agency free and clear of any and all restrictions on the or conditions of transfer, modification, licensing, sublicensing sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities liabilities, and encumbrances or of any kind. (vi) Any time software is delivered . Except as otherwise set forth in this Contract, any subcontractors performing work for Contractor under this Contract have assigned all of their rights in the Deliverables to Contractor or Agency and no third party has any right, title or interest in any Deliverables supplied to Agency under this Contract. Contractor will maintain, operate and enforce, prior to the Statereceipt of, whether delivered via electronic media and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program that at minimum complies with the internetrequirements of the Oregon Identity Theft Protection Act (ORS 646A.600 et. seq.) to preserve the security and confidentiality of all Personal Information that is contained in any document, no portion record, compilation of such software or the media upon which it is stored or delivered will have any type of software routine information or other element item to which is designed to facilitate unauthorized access to Contractor receives access, possession, custody or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with control. The System, at the operation time of any hardwaredelivery and installation, softwarewill be free of what are commonly defined as viruses, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoingbackdoors, if the State believes worms, spyware, malware and other malicious code that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Contract. Notwithstanding the foregoing, Contractor assumes no responsibility for this representation and warranty does not include a disabling device that limits, suspends or ends use of the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosureSoftware expressly permitted by the terms and conditions by the license under which it was provided. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-pass- through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Aside from designated maintenance window times, Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Except as otherwise provided in this agreement, aAll Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State Purchasing Entity that: (i) All Deliverables will be free from material errors and shall perform subject to the Warranties in accordance with the specifications therefor for a period of at least one year.Master Agreement.. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical industry standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environmentservices. (viii) All Deliverables supplied by the Contractor to the State Purchasing Entity shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances or any kind. (viiv) Any time software is delivered to the StatePurchasing Entity, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the StatePurchasing Entity. Without limiting the generality of the foregoing, if the State Purchasing Entity believes that harmful code may be present in any software delivered hereunder, Contractor will, upon StatePurchasing Entity’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the StatePurchasing Entity’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (viiv) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State Purchasing Entity and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) : All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) . Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) ; The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) ; Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) . All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxlines, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) . Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) . To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor described in Attachment A for a period of at least one year. (ii) Except for the instances where Contractor has scheduled downtime for which State has been notified, Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, Service and will not interfere with the State’s access to and use of the Service during the term of this Contract;. (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation;. (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction destruction, or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third third-party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the Contractor’s resale services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (vii) All Deliverables supplied None of the products available and for purchase and delivered by Contractor hereunder will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the Contractor State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor, to the State shall be transferred free and clear extent possible, will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any and all restrictions on the conditions of transfer, unintended modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances destruction or any kinddisclosure. (viiii) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (viiiv) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein. (v) Contractor is reseller of Product, not the original equipment manufacturer or licensor ("OEM"), and therefore disclaims any warranty responsibility regarding Product provided under this Agreement. Contractor shall forward the end user warranties to the State which are provided to Contractor from the OEM of the Product, and to the extent granted by the OEM, the State shall be the beneficiary of the OEM's warranties. Contractor is not a party to any warranty terms between the State and OEM and the State agrees to look solely to the OEM for satisfaction of any and all warranty claims related to that OEM's Product. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, CONTRACTOR HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY RELATING TO THIRD PARTY SERVICES. THE DISCLAIMER CONTAINED IN THIS PARAGRAPH DOES NOT AFFECT THE TERMS OF ANY WARRANTY PROVIDED BY AN OEM.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables Deliverables, if unmodified by and properly used by State, will be free from material errors and shall perform in accordance with the specifications therefor features detailed in the Contractor’s most current software documentation and will perform in substantial compliance with the descriptions set forth in Attachment A for a period of at least one year. (ii) Excepting scheduled downtime of which the State receives notice, Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the State’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-pass- through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State Purchasing Entity that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State Purchasing Entity commercially reasonable continuous and uninterrupted access to the Service, and will not interfere with the StatePurchasing Entity’s access to and use of the Service during the term of this Contract; (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State Purchasing Entity shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxx, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the StatePurchasing Entity, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the StatePurchasing Entity. Without limiting the generality of the foregoing, if the State Purchasing Entity believes that harmful code may be present in any software delivered hereunder, Contractor will, upon StatePurchasing Entity’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the StatePurchasing Entity’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State Purchasing Entity and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.

Contractor’s Performance Warranties. Contractor represents and warrants to the State that: (i) All Deliverables will be free from material errors and shall perform in accordance with the specifications therefor for a period of at least one year. (ii) Contractor will provide to the State commercially reasonable continuous and uninterrupted access to the Service, Service and will not interfere with the State’s access to and use of the Service during the term of this Contract;. (iii) The Service is compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its documentation; (iv) Each and all of the services shall be performed in a timely, diligent, professional and skillful manner, in accordance with the highest professional or technical standards applicable to such services, by qualified persons with the technical skills, training and experience to perform such services in the planned environment. (v) All Deliverables supplied by the Contractor to the State shall be transferred free and clear of any and all restrictions on the conditions of transfer, modification, licensing, sublicensing and free and clear of any and all xxxxxliens, claims, mortgages, security interests, liabilities and encumbrances or any kind. (vi) Any time software is delivered to the State, whether delivered via electronic media or the internet, no portion of such software or the media upon which it is stored or delivered will have any type of software routine or other element which is designed to facilitate unauthorized access to or intrusion upon; or unrequested disabling or erasure of; or unauthorized interference with the operation of any hardware, software, data or peripheral equipment of or utilized by the State. Without limiting the generality of the foregoing, if the State believes that harmful code may be present in any software delivered hereunder, Contractor will, upon State’s request, provide a new or clean install of the software. Notwithstanding the foregoing, Contractor assumes no responsibility for the State’s negligence or failure to protect data from viruses, or any unintended modification, destruction or disclosure. (vii) To the extent Contractor resells commercial hardware or software it purchased from a third party, Contractor will, to the extent it is legally able to do so, pass through any such third party warranties to the State and will reasonably cooperate in enforcing them. Such warranty pass-through will not relieve the Contractor from Contractor’s warranty obligations set forth herein.