Common use of CUSTOMER ASSETS Clause in Contracts

CUSTOMER ASSETS. (a) Customer shall provide such Customer Assets to BreconRidge for use by BreconRidge in support of the Work as the parties may from time to time specify in the Statements of Work. BreconRidge may not use the Customer Assets for any purpose, other than the provision of Work under this Agreement, without the prior written consent of Customer. Customer shall retain all right, title and interest in the Customer Assets. Customer shall provide all operating and maintenance instructions related to the Customer Assets that it has available and represents that, at the time of delivery, any Customer Asset is suitable for the purpose for which it is provided to BreconRidge. (b) Customer and BreconRidge shall agree upon a reasonable acceptance testing process to allow BreconRidge to verify, in accordance with industry practice, that Customer Assets are in good working condition and are eligible for maintenance. BreconRidge shall not be required to assume responsibility for the maintenance of a Customer Asset until it has been accepted in accordance with the aforementioned process. BreconRidge’s responsibility for the maintenance of a Customer Asset, once such Customer Asset has been accepted, shall include calibration maintenance, on-site trouble shooting (using trouble shooting equipment on site) and test capacity planning and provided that Customer shall reimburse BreconRidge for out-of-pocket expenses paid to third parties in respect of such maintenance in accordance with a purchase order or quotation approved in advance by Customer. BreconRidge shall support remote access by Customer through a VPN to those Customer Assets that are to be used as test equipment provided that Customer shall reimburse BreconRidge for out-of-pocket expenses paid to third parties in respect of such remote access in accordance with a purchase order or quotation approved in advance by Customer. (c) Upon termination or expiration of a Statement of Work or this Agreement or at such other time as any Customer Asset is no longer required by BreconRidge, BreconRidge shall return at Customer’s expense the applicable Customer Asset to Customer in an orderly manner. Any Customer Asset returned to Customer shall be returned in substantially the same condition as originally delivered by Customer to BreconRidge, reasonable wear and tear or similar depreciation excepted. BreconRidge shall bear the risk of loss and damage in respect of Customer Assets while in BreconRidge’s possession or control. (d) BreconRidge shall maintain records of usage (hits) and expected life span of Customer Assets as well as location and maintenance status. BreconRidge shall consult with Customer regarding capacity planning and planning of refurbishment, and replacement of Customer Assets as well as any required additions. BreconRidge shall notify Customer not less than one hundred and eighty (180) days based upon the existing forecasted usage before any required refurbishment, replacement or addition of a Customer Asset.

CUSTOMER ASSETS. (a) Customer shall provide such Customer Assets to BreconRidge Flextronics for use by BreconRidge Flextronics in support of the Work as the parties may from time to time specify in the Statements of Work. BreconRidge Flextronics may not use the Customer Assets for any purpose, other than the provision of Work under this Agreement, without the prior written consent of Customer. Customer shall retain all right, title and interest in the Customer Assets. Customer shall provide all operating and maintenance instructions related to the Customer Assets that it has available and represents that, at the time of delivery, any Customer Asset is suitable for the purpose for which it is provided to BreconRidgeFlextronics. (b) Customer and BreconRidge Flextronics shall agree upon a reasonable acceptance testing process to allow BreconRidge Flextronics to verify, in accordance with industry practice, that Customer Assets are in good working condition and are eligible for maintenance. BreconRidge Flextronics shall not be required to assume responsibility for the maintenance of a Customer Asset until it has been accepted in accordance with the aforementioned process. BreconRidgeFlextronics’s responsibility for the maintenance of a Customer Asset, once such Customer Asset has been accepted, shall include calibration maintenance, on-site trouble shooting (using trouble shooting equipment on site) and test capacity planning and provided that Customer shall reimburse BreconRidge Flextronics for out-of-pocket expenses paid to third parties in respect of such maintenance in accordance with a purchase order or quotation approved in advance by Customer. BreconRidge Flextronics shall support remote access by Customer through a VPN to those Customer Assets that are to be used as test equipment provided that Customer shall reimburse BreconRidge Flextronics for out-of-pocket expenses paid to third parties in respect of such remote access in accordance with a purchase order or quotation approved in advance by Customer. Where, Flextronics is incurring significant unexpected costs that are not required to be reimbursed by Customer in accordance with this paragraph 2.5(d), the parties will, acting reasonably, agree upon an appropriate course of action which may include compensation to Flextronics. (c) Upon termination or expiration of a Statement of Work or this Agreement or at such other time as any Customer Asset is no longer required by BreconRidgeFlextronics, BreconRidge Flextronics shall return at Customer’s expense the applicable Customer Asset to Customer in an orderly manner. Any Customer Asset returned to Customer shall be returned in substantially the same condition as originally delivered by Customer to BreconRidgeFlextronics, reasonable wear and tear or similar depreciation excepted. BreconRidge Flextronics shall bear the risk of loss and damage in respect of Customer Assets while in BreconRidgeFlextronics’s possession or control. (d) BreconRidge Flextronics shall maintain records of usage (hits) and expected life span of Customer Assets as well as location and maintenance status. BreconRidge Flextronics shall consult with Customer regarding capacity planning and planning of refurbishment, and replacement of Customer Assets as well as any required additions. BreconRidge Flextronics shall notify Customer not less than one hundred and eighty (180) days based upon the existing forecasted usage before any required refurbishment, replacement or addition of a Customer Asset. If any Customer Asset does not currently have a counter to support the recording of usage, the Parties will discuss the need for such activity and Flextronics will engage in such activity if Customer so desires at Customer’s expense as approved by Customer.

CUSTOMER ASSETS. (a) Customer shall provide such As between hCentive, Optum and Customer, title in and to Customer Assets shall remain with Customer but may be used exclusively by Optum and hCentive for the sole purpose of performing the Services. Customer reserves the right to BreconRidge for use by BreconRidge recall Customer Assets at any time and in support such case, Optum shall inform hCentive of such recall. If any such recall prevents hCentive from being able to provide the Services, then hCentive will continue to provide the Services to the extent reasonably possible, and Optum shall enter into a Change Order with hCentive if and to the extent Customer agrees to a Change Order with Optum with regard to the recall of the Work Customer Assets. hCentive shall not make any changes to any Customer Assets without receiving express written permission from Optum, which shall be based upon approval from Customer; provided, however, the foregoing shall not limit hCentive’s right to make changes to Customer Owned Deliverables and Software and other materials that are Customer Assets as reasonably required in order to perform the parties may from time to time specify Services. hCentive hereby assumes risk and liability for loss of any tangible Customer Assets while in the Statements possession of Work. BreconRidge may not use the hCentive, unless such loss is caused by Optum, Customer or a Force Majeure Event, as well as for any changes made to Customer Assets (other than by Customer or Optum) other than in accordance with this Article 14. It is the responsibility of hCentive to inform Xxxxx, and Xxxxx will inform Customer, when wear of tangible Customer Assets has progressed beyond normal wear and tear. Upon termination of this Agreement for any purposereason or at any time upon prior written notice from Optum, other than the provision and regardless of Work whether hCentive has any claim against Optum or Customer under this Agreement, without all Customer Assets in hCentive’s possession or control shall be returned to Optum except as provided in Section 6.1 of the prior written consent Agreement with regard to copies of Customer’s Confidential Information. Customer shall retain all rightExcept for property to which title is transferred to hCentive as evidenced by a bill of sale or comparable written instrument, title and no interest in the Customer Assets. Customer shall provide all operating and maintenance instructions related to the or obligation is conferred upon hCentive regarding Customer Assets that it has available and represents that, at beyond the time of delivery, any Customer Asset is suitable for the purpose for which it is provided limited right to BreconRidge. (b) Customer and BreconRidge shall agree upon a reasonable acceptance testing process to allow BreconRidge to verify, in accordance with industry practice, that use such Customer Assets are in good working condition and are eligible for maintenance. BreconRidge shall not be required to assume responsibility for the maintenance of a Customer Asset until it has been accepted in accordance with the aforementioned process. BreconRidge’s responsibility for the maintenance terms of a Customer Asset, once such Customer Asset has been accepted, shall include calibration maintenance, on-site trouble shooting (using trouble shooting equipment on site) and test capacity planning and provided that Customer shall reimburse BreconRidge for out-of-pocket expenses paid to third parties in respect of such maintenance in accordance with a purchase order or quotation approved in advance by Customer. BreconRidge shall support remote access by Customer through a VPN to those Customer Assets that are to be used as test equipment provided that Customer shall reimburse BreconRidge for out-of-pocket expenses paid to third parties in respect of such remote access in accordance with a purchase order or quotation approved in advance by Customerthis Agreement. (c) Upon termination or expiration of a Statement of Work or this Agreement or at such other time as any Customer Asset is no longer required by BreconRidge, BreconRidge shall return at Customer’s expense the applicable Customer Asset to Customer in an orderly manner. Any Customer Asset returned to Customer shall be returned in substantially the same condition as originally delivered by Customer to BreconRidge, reasonable wear and tear or similar depreciation excepted. BreconRidge shall bear the risk of loss and damage in respect of Customer Assets while in BreconRidge’s possession or control. (d) BreconRidge shall maintain records of usage (hits) and expected life span of Customer Assets as well as location and maintenance status. BreconRidge shall consult with Customer regarding capacity planning and planning of refurbishment, and replacement of Customer Assets as well as any required additions. BreconRidge shall notify Customer not less than one hundred and eighty (180) days based upon the existing forecasted usage before any required refurbishment, replacement or addition of a Customer Asset.