Coupa’s Obligations Sample Clauses

Coupa’s Obligations. Subject to Section 8.3, Coupa shall: (a) defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and (b) pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Coupa reasonably believes that Customer’s use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Coupa may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Hosted Applications as set out herein or in the applicable Order Form. If (i), (ii), and (iii) above are not available on commercially reasonable terms in Coupa’s judgment, Coupa may terminate the affected Hosted Applications and refund to Customer the fees paid by Customer covering the remaining portion of the applicable Subscription Term for the affected Hosted Applications after the date of termination. The foregoing indemnification obligation of Coupa shall not apply: (1) if the Hosted Application is modified by any party other than Coupa (or someone acting at Coupa’s direction), but solely to the extent the alleged infringement is related to such modification; (2) if the Hosted Application is combined with other non-Coupa products, applications, or processes not authorized in writing by Coupa, but solely to the extent the alleged infringement is related to such combination; (3) to the extent the Claim arises in connection with any unauthorized use of the Hosted Application, or use that is not in compliance with any applicable laws, regulations, and/or Documentation;
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Coupa’s Obligations. Coupa warrants, during the Subscription Term, that: (i) Customer’s production instances of the Hosted Applications shall materially conform to the Documentation; and (ii) the functionality of the Hosted Applications at the time of the Order Form shall not materially decrease during the Subscription Term.
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Coupa’s Obligations. 2.1. Provision of the Hosted Applications. Coupa will make available to Customer, and Customer and its Affiliates are authorized to use, the Hosted Applications during the Subscription Term as set forth in an applicable Order Form for their internal business purposes in accordance with the Documentation.
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Coupa’s Obligations. 2.1. The Parties agree that any Processing activities by Coupa shall meet the purposes of the MSA and be carried out in accordance with the applicable law, including, but not limited to the LGPD, provided that any Personal Data Processing will be carried out in accordance with the instructions from the Customer under the MSA and in accordance the terms of the LGPD. 2.2. Coupa has adopted rules related to the implementation of security, technical and administrative measures, able to protect Personal Data from unauthorized access and accidental or unlawful events of destruction, loss, alteration, communication or dissemination or any other occurrence arising from improper or illicit treatment, implementation of a privacy governance program, structuring of incident response and remediation plans. Coupa will maintain a procedure to identify, resolve and eliminate incidents involving Personal Data Processed under the MSA and the Parties will cooperate with each other in the investigation of such incidents.
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Coupa’s Obligations. Coupa warrants, during the License Term, that: (i) Customer’s Licensed Software shall materially conform to the Documentation; and (ii) the functionality of the Licensed Software at the time of the Order Form shall not materially decrease during the License Term.‌
Sample 1
Coupa’s Obligations. Coupa warrants, during the Subscription Term, that: (i) Customer’s production instances of the Hosted Applications shall materially conform to the Documentation; and (ii) the functionality of the Hosted Applications at the time of the Order Form shall not materially decrease during the Subscription Term. 0.0. Xx Obrigações do Coupa. O Coupa garante, durante o Prazo de Assinatura, que: (i) as instâncias de produção do Cliente das Aplicações Hospedadas deverão estar materialmente em conformidade com a Documentação; e (ii) a funcionalidade das Aplicações Hospedadas no momento do Formulário de Pedido não deverá diminuir materialmente durante o Prazo de Assinatura.
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Coupa’s Obligations. Subject to Section 8.3, Coupa shall: (a) defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and (b) pay any court-ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorneys' fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Coupa reasonably believes that Customer’s use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Coupa may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect 0.0.Xx Obrigações do Coupa. Sujeito à Seção 8.3, o Coupa deverá: (a) defender o Cliente, seus administradores, diretores e funcionários contra qualquer ação, reivindicação ou demanda de terceiros (cada um deles uma "Reivindicação") que alegue que as Aplicações Hospedadas usadas de acordo com este Contrato e o Formulário de Pedido aplicável infrinjam qualquer patente emitida, direito autoral, marca registrada ou se apropriem indevidamente de qualquer segredo comercial de tal terceiro; e (b) pagar qualquer sentença judicial de indenização ou quantia de acordo que possa incluir qualquer despesa, responsabilidade, perda, dano, custos ou honorários advocatícios razoáveis, cada um na medida em que for pagável a um terceiro, na medida em que surja de tais Reivindicações. Não obstante o precedente, se o Coupa acreditar razoavelmente que o uso pelo Cliente de qualquer parte das Aplicações Hospedadas é susceptível de ser ordenado em razão de qualquer Reivindicação, então o Coupa poderá, às suas custas e ao seu critério exclusivo: (i) adquirir para o Cliente o direito de continuar usando as Aplicações Hospedadas; (ii) substituir os mesmos por outros produtos com funções substancialmente equivalentes que não estejam sujeitos a (1) if the Hosted Application is ...
Sample 1
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Coupa’s Obligations. Subject to Section 8.3, Coupa shall: (a) defend Customer, its officers, directors, and employees against any third party suit, claim, or demand (each a “Claim”) that alleges the Hosted Applications used in accordance with this Agreement and the applicable Order Form infringe any issued patent, copyright, trademark or misappropriate any trade secret of, such third party; and (b) pay any court- ordered award of damages or settlement amount which may include any expense, liability, loss, damage, costs or reasonable attorney’s fees, each to the extent payable to a third party, to the extent arising from such Claims. Notwithstanding the foregoing, if Coupa reasonably believes that Customer’s use of any portion of the Hosted Applications is likely to be enjoined by reason of any Claims then Coupa may, at its expense and in its sole discretion: (i) procure for Customer the right to continue using the Hosted Applications; (ii) replace the same with other products having substantially equivalent functions that are not subject to any Claims of infringement; or (iii) modify the applicable Hosted Applications so that there is no longer any infringement, provided that such modification does not materially and adversely affect the functional capabilities of the Hosted Applications as set out herein or in the applicable Order Form. If (i), (ii), and (iii) above are not available on commercially reasonable terms in Coupa’s judgment, Coupa may terminate the affected Hosted Applications and refund to Customer the fees paid by Customer covering the remaining portion of the applicable Subscription Term for the affected Hosted Applications after the date of termination. The foregoing indemnification obligation of Coupa shall not apply: (1) if the Hosted Application 8.1 甲✰義務 第8.3 条に従い、甲は、第三者による訴訟、請求または要求（いずれに❜いても「請求等」という。）✰うち、(a) 本契約および該当する発注書に従って✲用されるホスト型アプリケーションが、第三者✰発行済み✰特許、著作権もしくは商標を侵害しているか、または企業秘密を悪用していると主張するも✰に対して、乙、そ✰役員、取締役、および従業員を防御し、(b) 裁判所✰命令に基づくす➴て✰損害賠償額または和解金（す➴て✰経費、債務、損失、損害、費用または合理的な弁護士費用を含む可能性がある）を、いずれも第三者に支払う➴き範囲内で、か❜かかる請求等に起因する範囲内において支払うも✰とする。前記にかかわらず、乙によるホスト型アプリケーション✰いずれか✰部分✰✲用が、何らか✰請求等を理由として禁止される可能性が高いと甲が合理的に信じる場合、甲は、自ら✰費用負担および単独✰裁量において、(i) 乙✰ためにホスト型アプリケーション✰✲用を継続する権利を確保し、(ii) ホスト型アプリケーションと実質的に同等 ✰機能を有する、侵害に係る請求等✰対象ではない他✰製品と交換するか、または(iii) 対象となるホスト型アプリケーションに対して、かかる侵害が生じないよう修正（ただし、本契約または該当する発注書に定めるホスト型アプリケーション✰機能に重大な悪影響を及ぼさない修正に限る）を行うことができる。上記(i)、(ii)および(iii)を商業上合理的な条件で実施できないと甲が判断した場合、甲は、対象となるホスト型アプリケーションを解除し、解除日後✰対象となるホスト型アプリケーション✰サブスクリプション✰残存期間に対応する乙✰既払金を、乙に返還...
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Related to Coupa’s Obligations

  • TRANSNET’S OBLIGATIONS 8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service Provider for information, including information concerning Transnet's operations and activities, that relates to the Goods/Services as may be necessary for the Supplier/Service Provider to provide the Goods/Services, but for no other purpose. However, Transnet's compliance with any request for information is subject to any internal security rules and requirements and subject to the observance by the Supplier/Service Provider of its confidentiality obligations under this Agreement. 8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires. 8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under this Agreement.

  • City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.

  • Student’s Obligations The Student agrees:

  • Client’s Obligations 4.1 The Client shall: (a) ensure that the terms of the Order and any other information it provides in the Order Form are complete and accurate; (b) co-operate with the Company in all matters relating to the Services; (c) provide the Company, its employees, agents, consultants and subcontractors, with access to the Client’s premises, office accommodation and other facilities as reasonably required by the Company to provide the Services; (d) provide the Company with such information and materials as the Company may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; (e) prepare the Client’s premises for the supply of the Services; (f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; (g) comply with all applicable laws, including health and safety laws; and (h) keep all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation; and (i) comply with any additional obligations as set out in the Order Form. 4.2 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default): (a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations; (b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this Clause 4.2; and (c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default. 4.3 The Client shall provide any Client Requirements to the Company in a timely manner in order to enable the Company to provide the Services, including, without limitation, all materials, assets, information and/or documentation of the Client which the Client has agreed to provide or which subsequently becomes necessary to provide in order to allow the Company to provide the Services. 4.4 In the event that the Client should fail to supply the Client Requirements at the time specified or in a timely manner as set out in the above clause 4.3, the Company shall not be held responsible for any consequences of such delays, and the Clients hereby holds harmless the Company from and against all claims, liabilities, losses, costs or expenses arising out of or in connection with such delays.

  • Developer’s Obligations 7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs. /- (Rupees only) (“Fee”) commencing from the 1st (first) anniversary of Appointed Date. The Fee is exclusive of GST and all other applicable taxes and shall be payable by the Developer at actual over and above the Fee. The Fee is payable to the Authority on or before 30 (thirty) days prior to the start of every year in advance as set out in Schedule 1 throughout the Agreement Period. During the Agreement Period the Fee shall be increased by 5% (five percent) every year over the previous year’s Fee on compounded basis. 7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the development of Project Facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason. 7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement. b) The Hirer must ensure that all reasonable care is taken in handling and parking the Vehicle and that it is left securely locked when not in use. c) The Hirer must ensure that the recommended levels are maintained with respect to the water in the radiator and battery, the oil and the tyre pressures of the Vehicle. d) Smoking and/or animals (excluding registered guide or assistance dogs) are not permitted in the Vehicle at any time. If this condition is breached, the Hirer must pay to JUCY a cleaning fee determined by JUCY in its reasonable opinion and being not more than $250. e) The Hirer must ensure that all Authorised Drivers comply with, and all Authorised Drivers shall be bound by, these terms and conditions and all Authorised Drivers must carry their driver’s licence with them when driving the Vehicle. f) In the event of any new damage to the Vehicle, the Hirer must notify JUCY of the full circumstances of the damage as soon as practicable (being not more than 48 hours) from the time the Hirer has knowledge of the damage. g) If there is an equipment defect or mechanical failure of the Vehicle during the Term of Hire, the Hirer must notify JUCY as soon as practicable, and in any event within 48 hours, from the time the Hirer has knowledge of the defect or failure to give JUCY the opportunity to rectify the problem during the Term of Hire. JUCY does not accept liability for any claims submitted after this period. h) The Hirer must ensure that a copy of this Agreement is kept in the Vehicle throughout the Term of Hire and produced without delay for inspection on demand by an enforcement officer i) The Hirer shall not: i) drive or use the Vehicle (or permit the Vehicle to be driven or used) otherwise than in a prudent and cautious manner. For the purposes of these terms and conditions, a single Vehicle rollover shall be considered a breach of this clause 6(i) unless the Stress Free Plus excess reduction has been taken out;

  • Licensors Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time. 4.5.2. Keep confidential any information, materials, documents which become available to the Licensee in the course of performance of this Agreement. 4.5.3. Duly publish the official messages (documents) related to the right to use the Service.

  • Vendor’s Obligations Vendor shall incur no further obligations in connection with the terminated work and on the date set in the notice of termination Vendor will stop work to the extent specified. Vendor shall also terminate outstanding orders and subcontracts as they relate to the terminated work. Vendor shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated work. The MTC or designee may direct Vendor to assign Vendor’s right, title, and interest under terminated orders or subcontracts to the MTC. Vendor must still complete the work not terminated by the notice of termination and may incur obligations as are necessary to do so.

  • Customer’s Obligations The Customer shall: (a) provide the Supplier with: (i) all necessary co-operation in relation to this agreement; and (ii) all necessary access to such information as may be required by the Supplier; in order to render the Services, including but not limited to Customer Data, security access information and configuration services; (b) comply with all applicable laws and regulations with respect to its activities under this agreement; (c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; (d) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement; (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services; (f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and (g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

  • Conditions of Company's Obligations The Company’s obligation to issue and sell the Securities to the Purchaser on the Closing Date is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by the Company:

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