Customer’s Responsibilities and Obligations Sample Clauses

Customer’s Responsibilities and Obligations. 6.1. The Customer shall: 6.1.1. At his own expense provide and maintain in safe and efficient operating order his mobile phone necessary for the purpose of accessing the System and the Services. 6.1.2. Be responsible for charges due to any service provider providing him with connection required and necessary to access the System and Services and the Lender shall not be responsible for losses or delays caused by any such service provider. 6.1.3. Follow all instructions, procedures and terms contained in these Terms and Conditions and any document provided by the Lender concerning the use of the System and Services. 6.1.4. Be solely responsible for the safekeeping and proper use of his PIN and keeping it secret and secure. The Lender shall not be liable for any disclosure of the PIN to any third party and you hereby agree to indemnify and hold the Lender harmless from any losses resulting from any use or access of the System or Services resulting from such disclosure. 6.2. The Customer shall take all reasonable precautions to detect any unauthorized use of the System and the Services. To that end, the Customer shall ensure that all communications from the Lender are examined and checked by him or on his behalf as soon as practicable after receipt by him in such a way that any unauthorized use of and access to the System will be detected. 6.3. The Customer shall immediately inform and contact the Lender through its available communication channels in the event that: 6.3.1. He has reason to believe that his PIN is or may be known to any person not authorized to know the same and/or has been compromised; and/or 6.3.2. He has reason to believe that unauthorized use of the Services has or may have occurred or could occur and a transaction may have been fraudulently input or compromised. 6.4. The Customer acknowledges that any failure on his part to follow the recommended security procedures may result in a breach of his confidentiality. In particular, the Customer shall ensure that the Services are not used or Requests are not issued or the relevant functions are not performed by anyone other than a person authorized to do so. 6.5. The Customer warrants and agrees that he shall not at any time operate or use the Services in any manner that may be prejudicial to the Lender.
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Customer’s Responsibilities and Obligations. Customer shall promptly notify Provider if the operation of the Service does not conform to Documentation provided by Provider. Such notification shall contain a comprehensive description of the nature of the suspected Error; and a detailed step-by-step description on how to reproduce the Error (e.g. relevant log file entries).
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Customer’s Responsibilities and Obligations. 3.1 Customer shall promptly notify Provider if the operation of the Service does not conform to documentation provided by Provider. Such notification shall contain: ▪ A comprehensive description of the nature of the suspected Error; and ▪ A detailed step-by-step description on how to reproduce the Error (e.g. relevant log file entries). 3.2 Customer shall initiate a Support request via Provider’s customer support portal only, which is available at xxxxx://xxxxxxx.xxxxx.xxx or via email sent to xxxxxxx@xxxxx.xxx (“Support Request”). 3.3 Customer shall provide to Provider the commercially reasonable assistance to assist Provider with SP services. 3.4 Customer shall always and continuously backup all relevant data on systems that may be affected by the use of the Service.
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Customer’s Responsibilities and Obligations. The Customer agrees that: - The time2u Applications are for internal business use only. It is not to be made available for public use. - Each User Identification and password is created for an individual. It is non-transferable and cannot be shared within the Customer. The Customer may not sublicense, resell or sell the time2u Applications. And the Customer may not supply the time2u Applications for use in or for the benefit of any other organisation, entity, business or enterprise. - All data uploaded manually or extracted electronically from a Third Party Application is true and accurate. - All data uploaded into the time2u Applications complies with all applicable laws, regulations and codes of conduct. - time2u may need access to the Customer’s systems, during the setup process and to provide support services. This may be remotely or onsite. The Customer acknowledges and agrees to such access. - The time2u Applications are web based and as such must maintain its own contractual arrangement with an Internet provider. time2u will not be responsible for any loss that may result from the Customer’s use of the Internet through its provider. - time2u retains sole discretion of any of the features, functions and other benefits made available to the Customer through the time2u Applications. Nothing in this Agreement requires time2u to provide or maintain the features, functions or other benefits and agrees time2u has the right to modify and or discontinue these at any time or from time to time. - Any amendments, upgrades, or customisations arising from a request or suggestion by the Customer is the Intellectual Property of time2u. As such, the Customer agrees that time2u is free to make, use, sell, reproduce any amendments, upgrades, or customisations related to any requests, or from any suggestions or feedback the Customer gives on the time2u Applications. - It will never attempt to alter nor reverse engineer any function available in the time2u Applications. - It will never build, or provide access to another party to build, a competitive product or service, adhering to clause 8 (Intellectual Property). - If time2u believes unacceptable content has been uploaded into a time2u Application, it may request the Customer and/or its User(s) to remove the content. time2u also reserves the right to immediately disable access of the user until the unacceptable content is removed. time2u will not be liable for any loss incurred by the Customer as a result of the User’...
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Customer’s Responsibilities and Obligations. (a) In connection with the relationship established between Customer and Hyland under this Agreement, Customer agrees: (i) not to permit or authorize any person, legal entity, or other third party to use the Hosting Services provided by Hyland pursuant to this Agreement; and (ii) to comply with Xxxxxx’x Acceptable Use Policy, as in effect from time to time, a copy of the current form of which is attached hereto as Attachment B. (b) Customer represents that it will not engage or permit others to engage in any acts or omissions relating to any Hosted Solution that (i) constitute or encourage any violation of any applicable law or regulation, including laws or regulations relating to privacy, gambling, obscenity, hacking or computer viruses, (ii) are defamatory or libelous, (iii) infringe the rights of any third party, including, without limitation, any patents, copyrights, trademarks, trade secrets or other intellectual property rights, or (iv) involve the transmission of unsolicited bulk mail messages (i.e., “spamming”). (c) Regardless of any disclosure made by Customer to Hyland of an ultimate destination of any Hosted Solution, Host Web Site, Software, Documentation or Third Party Software included in any Hosted Solution, Customer agrees not to export either directly or indirectly any of the foregoing without first obtaining a license from the United States Government to export or re-export such Hosted Solution, Host Web Site, Software, Documentation or Third Party Software, as may be required, and to comply with United States Government export regulations, as applicable. Customer agrees that it will not export or re- export the Hosted Solution, Host Web Site, Software, Documentation or Third Party Software to a country that is subject to a U.S. embargo (such embargoed countries include, but are not limited to, Cuba, Iran, Iraq, North Korea, Burma (Myanmar), Sudan and Syria) under the U.S. Department of Commerce Export Administration Regulations and U.S. Department of State International Traffic in Arms Regulations. Customer will not export or re-export the Hosted Solution (or any associated documentation) to any prohibited person or entity in violation of U.S. export laws as described above (for more information visit: xxxx://xxx.xxx.xxx.xxx/complianceandenforcement/liststocheck.htm). Customer shall not use the Hosted Solution (or any associated documentation) for any prohibited end uses under applicable United States laws and regulations, including but ...
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Customer’s Responsibilities and Obligations. 2.1 The Customer hereby authorises the collection, use and disclosure, by and on behalf of Singtel, of all information or data that Singtel or Third Party Vendor may from time to time reasonably request in order to perform the Service, in the manner set out in Singtel’s Data Protection Policy, available on Singtel’s website . The provisions of this Clause shall constitute consent of the Customer for the purpose of all applicable laws, unless otherwise notified in writing by the Customer. The Customer hereby consents that any data entered, used and/ or processed by the Service may reside on Third Party Vendor’s infrastructure. Where the Customer or its representative provides any information or data relating to one or more natural persons to Singtel or Third Party Vendor, the Customer represents, warrants and undertakes to Singtel that each such natural person has consented to the collection, use and disclosure of their Personal Data by and on behalf of Singtel. In the event of any conflict or inconsistency between any provision of Singtel’s Data Protection Policy and the Agreement, Singtel’s Data Protection Policy shall prevail to the extent of such conflict or inconsistency. The Customer further authorises Singtel to keep records of and provide details to the Third Party Vendor relating to the Service. 2.2 The Customer acknowledges that Singtel and Third Party Vendor will rely upon the accuracy of information provided by the Customer, and that performance of Singtel and Third Party Vendor is dependent on the Customer’s timely and effective satisfaction of all of the Customer’s obligations in the Agreement, and timely decisions and approvals by the Customer. The Customer represents and warrants that possession and use of such information will not constitute an infringement of any third party’s intellectual property rights. 2.3 The Customer shall be solely responsible for its and its End Users’ use of the Service, including but not limited to the following: (a) backing up Customer Data. Singtel and Third Party Vendor shall have no liability whatsoever for any loss of Customer Data in connection with the use of the Service; (b) ensuring that the collection, storage, use, disclosure and handling of Customer Data (in any manner whatsoever), in connection with the use of the Service, complies with all applicable laws, including without limitation, relevant Personal Data protection laws; (c) content of all communications facilitated by the Service, and all conte...
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Customer’s Responsibilities and Obligations. 13.1 The Customer's responsibilities and obligations include but are not limited to the responsibilities and obligations set out in clauses 13.2 to 13.7 and Section 6.4 of the proposal 13.2 The Customer will provide access to all relevant source code and documentations and will provide timely inputs to Tata Infotech to enable completion of the tasks in a timely manner. The Customer agrees to send the source code and all documentation to India in electronic form. 13.3 The Customer will be responsible for the downloading of software source in the appropriate format and on the required media. 13.4 The Customer shall provide mutually agreed upon acceptance criteria, test data, system test scripts and expected results for each program consistent with Article 4 hereof. 13.5 During the period(s) when Tata Infotech consultants are required at Customers facilities Customer will provide them with appropriate office space, facilities including telephone, fax and computing resources. 13.6 The Customer will be responsible for obtaining and paying for any and all licenses and releases for any third party materials (hardware or software including support) which Tata Infotech may require to replicate the environment in order to perform the Services. 13.7 The Customer will provide appropriate personnel as contact person to address and resolve any matter related with the performance of Services.
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Customer’s Responsibilities and Obligations 
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Related to Customer’s Responsibilities and Obligations

  • Liabilities and Obligations 33 6.8 Conformity with Law; Litigation.................................33 6.9 No Violations...................................................33 6.10

  • 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.

  • Duties and Obligations The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or a Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"): (i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the BEA Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of BEA; (iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by BEA under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of BEA's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of BEA not included in the BEA Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of BEA, other than those, if any, set forth in Section 2(b)(x) of the BEA Disclosure Schedule. All BEA Nonassumed Obligations shall remain and be the obligations and liabilities solely of BEA. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of BEA employees) arising from the ownership or operation of the BEA Assets or the conduct of the BEA Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with BEA entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the BEA Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, BEA and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by BEA and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, BEA or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Responsibilities of Client a. Client shall exclusively retain the services of Consultant to perform the Scope of Work, in accordance with, and subject to, the other provisions of this Agreement. b. Client shall provide access for Consultant and its subcontractors to the Site, and shall enter into access agreements with other third party property owners, as necessary for Consultant to complete the performance of the Scope of Work. c. Client shall, as necessary to complete the Scope of Work: (i) cooperate and assist Consultant with the preparation and submittal, to PADEP, PAUSTIF, local governing authorities and others, of all information and documents including, without limitation, correspondence, notices, reports, data submittals, restrictive covenants, engineering and institutional controls, and the like; and (ii) implement and maintain any engineering or institutional controls. d. Client shall transmit to Consultant copies of all documentation, correspondence, reports, and the like, sent or received by Client, regarding the Scope of Work at the Site. e. Client shall make a good faith effort to minimize any and all interference with the progress of the Scope of Work if the Site is remodeled or otherwise modified. Client shall also make a good faith effort to place this condition on third parties that are not a party to this Agreement including, but not limited to, current owners, future owners, current operators, future operators, current lessees and future lessees.

  • PROVIDER’S RESPONSIBILITIES A DBE prime may receive credit toward the DBE goal for work performed by his-her own forces and work subcontracted to DBEs. A DBE prime must make a good faith effort to meet the goals. In the event a DBE prime subcontracts to a non-DBE, that information must be reported to the Department. a. A Provider who cannot meet the contract goal, in whole or in part, shall document the “Good Faith Efforts” taken to obtain DBE participation. The following is a list of the types of actions that may be considered as good faith efforts. It is not intended to be a mandatory checklist, nor is it intended to be exclusive or exhaustive. Other factors or types of efforts may be relevant in appropriate cases. (1) Soliciting through all reasonable and available means the interest of all certified DBEs who have the capability to perform the work of the contract. The solicitation must be done within sufficient time to allow the DBEs to respond to it. Appropriate steps must be taken to follow up initial solicitations to determine, with certainty, if the DBEs are interested. (2) Selecting portions of the work to be performed by DBEs in order to increase the likelihood that the DBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate DBE participation, even when the Provider might otherwise prefer to perform the work items with its own forces. (3) Providing interested DBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. (4) Negotiating in good faith with interested DBEs by making a portion of the work available to DBE subproviders and suppliers and selecting those portions of the work or material needs consistent with the available DBE subproviders and suppliers. (5) The ability or desire of the Provider to perform the work of a contract with its own organization does not relieve the Provider’s responsibility to make a good faith effort. Additional costs involved in finding and using DBEs is not in itself sufficient reason for a Provider’s failure to meet the contract DBE goal, as long as such costs are reasonable. Providers are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable. (6) Not rejecting DBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. (7) Making efforts to assist interested DBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or Provider. (8) Making efforts to assist interested DBEs in obtaining necessary equipment, supplies, materials or related assistance or services. (9) Effectively using the services of available minority/women community organizations; minority/women contractors’ groups; local, state, and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of DBEs. (10) If the Department’s Director of the Business Opportunity Programs Office determines that the Provider has failed to meet the good faith effort requirements, the Provider will be given an opportunity for reconsideration by the Director of the appropriate Division. NOTE: The Provider must not cause or allow subproviders to bid their services. b. The preceding information shall be submitted directly to the Chair of the Consultant Selection Team responsible for the project. c. The Provider shall make all reasonable efforts to honor commitments to DBE subproviders named in the commitment submitted under Section 2.c. of this attachment. Where the Provider terminates or removes a DBE subprovider named in the initial commitment, the Provider must demonstrate on a case-by-case basis to the satisfaction of the department that the originally designated DBE was not able or willing to perform. d. The Provider shall make a good faith effort to replace a DBE subprovider that is unable or unwilling to perform successfully with another DBE, to the extent needed to meet the contract goal. The Provider shall submit a completed Exhibit H-2 Form for the substitute firm(s). Any substitution of DBEs shall be subject to prior written approval by the Department. The Department may request a statement from the firm being replaced concerning its replacement prior to approving the substitution. e. The Provider shall designate a DBE liaison officer who will administer the DBE program and who will be responsible for maintenance of records of efforts and contacts made to subcontract with DBEs. f. Providers are encouraged to investigate the services offered by xxxxx owned and controlled by disadvantaged individuals and to make use of these banks where feasible.

  • 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.

  • Responsibilities of Customer 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer shall provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time. 5.2 The Customer shall co-operate with the Supplier in all matters relating to the Services and shall appoint a Representative (“Customer Representative”), who shall have authority to commit the Customer on all matters relating to the relevant Service. 5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements, Customer Agreement and that such terms shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements and/or Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply. 5.4 Customer shall; (a) adhere to the Acceptable Use Policy; (b) be a bona fide licenced user of all Third-Party Software used in the provision of the Services; (c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier; (d) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) will become payable from the Customer to Supplier on the following basis: (i) If dates are changed or cancelled at the Customer’s request more than 14 days before the scheduled start date no Liquidated Damages are payable. (ii) If dates are changed or cancelled between 7 days and 14 days before the scheduled start date Liquidated Damages equivalent to 50% of the Fees for the Services to be provided at that time will be payable. (iii) If dates are changed or cancelled less than 7 days before the scheduled start date Liquidated Damages equivalent to 100% of the Fees for the Services to be provided at that time will be payable. (e) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises; (f) in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (XXX) within 7 days of the date of issue by Microsoft. In the event that the Customer does not return the XXX within the 7 days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement.; (g) maintain continuous global admin access to the Customer’s relevant Microsoft (h) Where a Microsoft Cloud service is deployed / utilised within the project the Customer shall assign the Supplier to be the Digital Partner of Record for a minimum of twelve (12) months from project completion date; (i) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required; (j) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement; (k) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects; (l) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; (m) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Statement of Work for Supplier to access or use any equipment, software or data of the Customer (or which is in the possession of the Customer) then it shall where it is able to do so grant to Supplier a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services; and (n) provide network and user access between Customer’s and Supplier’s data centres. 5.5 To the extent that the Supplier requires access to the Customer’s Operating Environment to perform the Dedicated Support, the Customer shall use reasonable endeavours to provide such access during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Dedicated Support subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time. 5.6 The Customer shall (unless otherwise specified in the Statement of Work or as otherwise set out in this Agreement): (a) use the Services only for lawful purposes and in accordance with this Agreement; (b) keep secure from third parties any passwords issued to the Customer by the Supplier; (c) install or, permit the Supplier to install, the current version of software required to provide the Dedicated Support from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing; (d) provide notice of intention to change applicable Customer-side Equipment or Customer Operating Environment or data-feeds that will directly impact the Dedicated Support; (e) comply with all applicable laws and regulations with respect to its activities under this Agreement, including those set out in Clause 20; (f) carry out all other Customer responsibilities set out in this Agreement and the Statement of Work 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 timetable or delivery schedule set out in this Agreement as reasonably necessary; (g) use the Third-Party Software and/or Software correctly in accordance with its operating instructions; (h) notify Supplier promptly of any problems with the Third-Party Software and/or Software; and (i) use only versions of the Third-Party Software and/or Software covered by Microsoft in mainstream or extended support unless otherwise agreed in writing. 5.7 In the event that the Customer is in breach of its obligations under the Agreement (excluding payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) Business Days’ notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Work and/or Service Level Agreements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement. 5.8 In the event that the Customer is in breach of its payment obligations under the Agreement then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre- existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Work and/or Service Level Agreements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in breach of the Agreement.

  • 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.

  • Responsibilities of Contractor A. The Contractor shall perform all work on the described project as required by the Contract documents. The work to be performed includes the labor and services necessary to produce such replacement, and all materials, supplies, tools, transportation, equipment, and machinery required for replacement. B. This project bid includes all materials, labor and equipment to complete the reconstruction and resurfacing of streets as outlined in the Project Manual for WWREYN - XXXXXXXX SANITARY SEWER - PHASE 1 dated March 25th, 2021 as outlined in Attachment A.

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