CUSTOMER KEY RESPONSIBILITIES Sample Clauses

CUSTOMER KEY RESPONSIBILITIES. 3.1 The Customer shall, subject to and in accordance with this Agreement: 3.1.1 obtain maintain and provide to Ciphr all necessary authorisations consents, licences and services required for Ciphr to possess, install, operate, maintain, host, use or integrate any third party software (not being Third Party Software or part of the System Environment) required by the Customer for use in conjunction with the Software on the SaaS Services; 3.1.2 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to Ciphr for inclusion in the Software or the Services; 3.1.3 provide Ciphr with any information and assistance which it may reasonably require from time to time to enable Ciphr to perform its obligations under these terms; 3.1.4 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions that may be required by the Customer to connect to and access the internet for the purpose of accessing the SaaS Services; 3.1.5 be liable for all acts and omissions of its Customer Users and procure that each Customer User is aware of, and complies with, the obligations and restrictions imposed on the Customer under this Agreement; 3.1.6 promptly notify Ciphr in writing of any changes the Customer requires to System Administrators authorised by Ciphr to have access to the SaaS Services (including when System Administrators cease to be employed or engaged by the Customer or an Affiliate (as the case may be) such that they are no longer entitled to be System Administrators); 3.1.7 ensure that it responsibly manages access rights (including individualised login and password information) to the SaaS Services by its Customer Users and System Administrators and promptly revokes such access rights where a Customer User or System Administrator is no longer entitled to access the SaaS Services; 3.1.8 ensure that its Customer Users using the Software, and any applicable Third Party Software or Third Party Services, on or in connection with the SaaS Services are trained to use them competently; and 3.1.9 ensure that only Customer Users operate the SaaS Service, Software and any applicable Third Party Software and Third Party Service in accordance with this Agreement and any Third Party Service Licences as applicable and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to ...
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CUSTOMER KEY RESPONSIBILITIES. 3.1 Unless otherwise agreed in writing with CIP, the Customer will be solely responsible and liable for all Subscription Fees and other Service charges 3.2 The Customer shall, subject to and in accordance with these terms 3.2.1 obtain maintain and provide to CIP all necessary authorisations consents, licences and services required for CIP to possess, install, operate, maintain, host, use or integrate any third party software (not being Third Party Software or part of the System Environment) required by the Customer for use in conjunction with the Software on the SaaS Services 3.2.2 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to CIP for inclusion in the Software or the Services 3.2.3 provide CIP with any information which it may reasonably require from time to time to enable CIP to perform its obligations under these terms 3.2.4 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the internet of CIP’s computer system providing the SaaS Services to and at the Customer’s premises for it to use the SaaS Service 3.2.5 promptly notify CIP of any changes the Customer requires to System Administrators authorised by CIP to have access to the SaaS Services 3.2.6 ensure that only adequately trained and authorised persons are permitted to use the SaaS Services and that Customer Users operate the SaaS Service, Software and any applicable Third Party Software in accordance with this agreement and operating procedures, guidelines, codes of conduct and processes reasonably specified from time to time by CIP 3.3 The Customer acknowledges and agrees that CIP’s ability to deliver the Services also depends upon the Customer’s timely cooperation and prompt response to issues or requirements referred to it in connection with the Services, as well as the accuracy and completeness of any information the Customer provides. CIP is not responsible for any loss suffered by the Customer if the Customer does not provide it with this cooperation and information 3.4 The Customer shall, for the purposes of this agreement and if required by any Order Form, afford to the authorised personnel of CIP during normal working hours or as otherwise agreed access to any agreed Customer premises and shall provide adequate free working space and such other facilities at such pr...
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CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with TNP, the Customer will be solely responsible and liable for 5.1.1 all Fees and other Service charges 5.1.2 entering into and full compliance with the Vendor Terms, including purchasing enough licenses for all Third Party Software to comply with the applicable License Limits 5.1.3 all Service exclusions specified in Schedule 2 5.1.4 full compliance with all laws applicable to its business in its jurisdiction 5.2 The Customer shall, subject to and in accordance with this agreement and any applicable Project Documents 5.2.1 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to TNP for inclusion in the Software, Third Party Software or the Services 5.2.2 provide TNP with any information which it may reasonably require from time to time to enable TNP to perform its obligations under this agreement or any Project Document, including but not limited to, providing copies to TNP of all applications or licenses required for the legal operation of its business in its jurisdiction 5.2.3 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the System Environment providing the Hosted Service to and at the Customer’s premises for it to use the Hosted Service 5.2.4 promptly notify TNP of any changes the Customer requires in the number or names of active Customer Users or the number or names of System Administrators authorised by TNP to have access to the Hosted Service in respect of any Hosting Period subject to any minimum agreed from time to time 5.2.5 comply fully and promptly with all requirements notified by TNP to the Customer from time to time for the registration of Customer Users for authorised use of Software or Third Party Software on the Hosted Service 5.2.6 promptly notify TNP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the Hosted Service 5.2.7 provide TNP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of this agreement or the Services 5.2.8 ensure that only adequately trained and authorised persons are permitted to use the Hosted Service and that Customer Users operate the Hosted Service, Software and Third Party Software in accordance with this agreement and operating ...
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CUSTOMER KEY RESPONSIBILITIES. 5.1 Unless otherwise agreed in writing with CIP, the Customer will be solely responsible and liable for 5.1.1 all Subscription Fees and other Service charges 5.1.2 if applicable, all Customer Software Incidents 5.2 The Customer shall, subject to and in accordance with these terms and any applicable Project Documents 5.2.1 obtain maintain and provide to CIP all necessary authorisations consents, licences and services required for CIP to possess, install, operate, maintain, host, use or integrate any Customer Software or third party software (not being Third Party Software or part of the System Environment) required by the Customer for use in conjunction with the Software on the SaaS Services 5.2.2 if applicable, deliver in a timely manner any Customer Software and any required updates, patches or fixes of Customer Software to CIP for inclusion in the Services 5.2.3 if applicable, deliver in a timely manner any Customer Content and any required updates of Customer Content to CIP for inclusion in the Software or the Services 5.2.4 provide CIP with any information which it may reasonably require from time to time to enable CIP to perform its obligations under these terms or any Project Document 5.2.5 procure and/or supply, and if necessary, install, support and maintain all software, licences, hardware, network infrastructure, services and environmental and operational conditions required from the connection to the internet of CIP’s computer system providing the SaaS Services to and at the Customer’s premises for it to use the SaaS Service 5.2.6 promptly notify CIP of any changes the Customer requires in the number of active Customer Users or the names of System Administrators authorised by CIP to have access to the SaaS Services in respect of any Subscription Period subject to any minimum agreed from time to time 5.2.7 promptly notify CIP of any additional, unusual, abnormal or seasonal fluctuations and demands the Customer may make on the SaaS Services or any applicable Third Party Service 5.2.8 provide CIP, at the earliest possible notice, the details of changes to the Customer’s policies or procedures that may affect any aspect of these terms or the Services 5.2.9 ensure that only adequately trained and authorised persons are permitted to use the SaaS Services and that Customer Users operate the SaaS Service, Software, any applicable Third Party Software and Third Party Service in accordance with this agreement and operating procedures, guidelines, codes o...
Sample 1

Related to CUSTOMER KEY RESPONSIBILITIES

  • Customer’s Responsibilities 9.1 If and to the extent applicable or under the control of the Customer, Customer shall provide complete and accurate information regarding requirements for the Project and the Site(s), including, without limitation, constraints, space requirements, underground or hidden facilities and structures, and all applicable drawings and specifications. 9.2 Customer shall prepare, file for, and use commercially reasonable efforts to obtain all Required Approvals necessary to perform its obligations under this Agreement. 9.3 Customer shall reasonably cooperate with Company as required to facilitate Company’s performance of the Work.

  • Specific Responsibilities The JDC shall meet at least semi-annually, or as otherwise agreed to by the Parties, and such meetings may be conducted by telephone, video-conference or in person as determined by the JDC members, provided that with respect to in person meetings, unless otherwise agreed the location of such meetings shall alternate between locations designated by Licensor and locations designated by AbbVie. The JDC shall develop the strategies for and oversee the Development of the Licensed Antibodies or Licensed Products in the Territory, and shall serve as a forum for the coordination of Development activities for the Licensed Antibodies or Licensed Products for the Territory. In particular, the JDC shall: (a) periodically (no less often than annually) review and serve as a forum for discussing each Pre Exercise Development Plan and Budget, and review and approve amendments thereto, which approval will be reflected in the applicable minutes of the JDC meeting; *** Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. [***] indicates that text has been omitted and is the subject of a confidential treatment request. (b) serve as a forum for discussing and oversee the conduct of Pre Exercise Development Activities; (c) periodically (no less often than annually) review and approve each Post Exercise Development Plan and Budget, and review and approve amendments thereto, which approval will be reflected in the applicable minutes of the JDC meeting; (d) serve as a forum for discussing the conduct of the applicable Country-Specific Development Activities; (e) serve as a forum for discussing and oversee the conduct of Additional Licensor Development Activities; (f) serve as a forum for reviewing and approving strategies for obtaining Regulatory Approvals including approving use of consultants, key opinion leaders or any other experts to seek advice on strategies for seeking Regulatory Approvals for the Licensed Products in the Territory; (g) establish secure access methods (such as secure databases) for each Party to access Regulatory Documentation and other JDC related Information as contemplated under this Agreement; and (h) perform such other functions as are set forth herein or as the Parties may mutually agree in writing, except where in conflict with any provision of this Agreement.

  • Supplier’s Responsibilities 14.1 The Supplier shall supply all the Goods and Related Services included in the Scope of Supply in accordance with GCC Clause 12, and the Delivery and Completion Schedule, as per GCC Clause 13.

  • Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.

  • Customer Responsibilities Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Customer Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Customer Data uploaded to the Services.

  • Contractor Responsibilities 19.1. Contractor shall perform national criminal history checks for Ohio, Indiana, and Kentucky, and 10-panel drug screening tests on all prospective employees performing work under this RFP or coming onto a CMHA property and any resulting contract and provide summaries of the results to the Authority if requested. For the purposes of this section, the term “employees” includes contractor. Prospective employees whose criminal background check discloses a misdemeanor or felony involving crimes of moral turpitude, sexual offenses or harm to persons or property shall not be employed to perform work under this RFP or any resulting contract. Contractor is required to perform drug screening of all employees and to ensure acceptable test results. Criminal history and drug screening checks will be completed at the sole expense of the contractor. Any employee of the Contractor suspected of being under the influence of drugs and or alcohol will be reported to the appropriate personnel at CMHA and/or other local law enforcement. If the employee is determined to be under the influence of drugs or alcohol in any form or manner, or believed by proper authority to be dealing in illicit sale of alcohol or drugs they will be removed and shall not be allowed to return to any job site on the Authority’s property. The Contractor’s contract may be suspended and/or terminated should such a situation occur or if the Contractor fails to submit results pursuant to this section. 19.1.1. If CMHA requests additional drug screening, the test shall be performed within 24 hours and the summary shall be sent directly to CMHA from the testing facility. 19.2. Contractor(s) shall provide uniforms and ID Badges identifying Contractor for all employees working on CMHA’s properties. No employees will be allowed on CMHA’s properties out of uniform and without his/her ID badge on his/her person. Contractor(s) must submit a picture of the uniform and a sample of his/her ID badge if requested by CMHA. 19.3. Contractor’s personnel shall be neat and conduct all work in a professional and efficient manner. If any employee of Contractor is deemed unacceptable by CMHA, Contractor shall immediately replace such personnel with an acceptable substitute to CMHA. 19.4. Contractor(s) shall practice acceptable safety precautions so as not to cause harm to any persons or property while performing services under this RFP or any resulting contract. Contractor(s) shall follow industry safety standards, and use only industry approved safety equipment in accordance with the manufacturer’s specifications in the performance of all duties. 19.5. Contractor(s) shall pay all of its employees, including any and all approved Sub-Contractors, at least the legal minimum wages as determined by the United States Department of Labor and the United States Department of Housing and Urban Development and Department of Labor Prevailing Wage. Wage Determinations can be accessed via the Department of Labor website, xxx.xxxx.xxx. 19.6. Upon completion of the work, Contractor(s) shall clean up the area where the work was performed and Contractor(s) shall remove any debris generated by the products and/or services at CMHA premises. At no time, will Contractor(s) discard debris into any CMHA refuse container. 19.7. Contractor(s) shall clearly mark all work areas that might reasonably be expected to endanger the health and safety of residents, guests, or any other persons. Contractor(s) will provide such signs, markers and barricades as required to identify all work areas and minimize inherent dangers. 19.8. The contractor shall be responsible for notifying CMHA immediately of any damages (i.e. fire, container leaking) deemed to be a health or safety hazard whether the damage is caused by the contractor or other means. 19.9. The Contractor shall be responsible for safeguarding all CMHA property provided for Contractor use. At the close of each workday, CMHA facilities, property and materials shall be inspected and secured.

  • User Responsibilities i. Users are required to follow good security practices in the selection and use of passwords; ii. Users shall ensure that unattended equipment is protected; and iii. Users shall adopt a clear desk policy for papers and removable storage media and a clear screen policy for information processing facilities.

  • City Responsibilities 2.8.1 CITY shall make available to CONSULTANT all technical data that is in CITY'S possession, reasonably required by CONSULTANT relating to the SERVICES. 2.8.2 CITY shall provide access to and make all provisions for CONSULTANT to enter upon public and private lands, to the fullest extent permitted by law, as reasonably required for CONSULTANT to perform the SERVICES. 2.8.3 CITY shall examine all reports, correspondence, and other documents presented by CONSULTANT upon request of CITY, and render, in writing, decisions pertaining thereto within a reasonable time so as not to delay the work of CONSULTANT. 2.8.4 It is expressly understood and agreed that all work done by CONSULTANT shall be subject to inspection and acceptance by CITY and approval of SERVICES shall not forfeit the right of CITY to require correction, and nothing contained herein shall relieve CONSULTANT of the responsibility of the SERVICES required under the terms of this Contract until all SERVICES have been completed and accepted by CITY.

  • CITY’S RESPONSIBILITIES 2.1. The CITY shall designate in writing a project coordinator to act as the CITY's representative with respect to the services to be rendered under this Agreement (the "Project Coordinator"). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define the CITY's policies and decisions with respect to the CONTRACTOR's services for the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the CONTRACTOR that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of services to be provided and performed by the CONTRACTOR; (b) The time the CONTRACTOR is obligated to commence and complete all such services; or (c) The amount of compensation the CITY is obligated or committed to pay the CONTRACTOR. Any such modifications or changes ((a) (b) or (c)) shall only be made by or upon the authorization of the CITY’s city manager as authorized by city council in the enabling legislation or in the CITY’s procurement policies. 2.2. The Project Coordinator shall: (a) Review and make appropriate recommendations on all requests submitted by the CONTRACTOR for payment for services and work provided and performed in accordance with this Agreement; (b) Arrange for access to and make all provisions for the CONTRACTOR to enter the Project site to perform the services to be provided by the CONTRACTOR under this Agreement; and (c) Provide notice to the CONTRACTOR of any deficiencies or defects discovered by the CITY with respect to the services to be rendered by the CONTRACTOR hereunder. 2.3. The CONTRACTOR acknowledges that access to the Project Site, to be arranged by the CITY for the CONTRACTOR, may be provided during times that are not the normal business hours of the CONTRACTOR.

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