Common use of Disabling Code Clause in Contracts

Disabling Code. Successful Respondent represents, warrants, and covenants that, without the prior written consent of DIR, Successful Respondent shall not insert into the Software any code that could be invoked to disable or otherwise shut down all or any portion of the Software, Equipment, and/or Systems. Successful Respondent further represents, warrants, and covenants that, with respect to any disabling code that may be part of the Software, Successful Respondent shall not invoke or cause to be invoked such disabling code at any time, including upon expiration or any termination of this Agreement, without DIR's prior written consent. Successful Respondent also represents, warrants, and covenants that it shall use commercially reasonable efforts to not use Third Party Materials consisting of Software containing disabling code without the prior approval of DIR. For purposes of this provision, code that serves the function of ensuring software license compliance (including passwords) shall not be deemed disabling code, provided that Successful Respondent will use commercially reasonable efforts to attempt to learn from third parties whether such code is included in third party products and will notify DIR accordingly and obtain DIR's approval prior to installing such code in any Software, Equipment, or System.

Disabling Code. Successful Respondent represents, warrants, and Supplier covenants that, without the prior written consent of DIRTriad, Successful Respondent Supplier shall not (i) insert into the Software any code that could be invoked it knows or reasonably should know is designed to disable or otherwise shut down all or any portion of the Software, Equipment, Equipment and/or Systems. Successful Respondent further represents, warrantsor (ii) invoke, and covenants thatcause to be invoked, with respect or permit to remain invoked any disabling code that may be part it knows or reasonably should know is designed to disable or otherwise shut down all or any portion of the Software, Successful Respondent shall not invoke or cause to be invoked such disabling code Equipment and/or Systems at any time, including upon expiration or any termination of this AgreementAgreement for any reason, without DIR's Triad’s prior written consent. Successful Respondent Supplier also represents, warrants, and covenants that it shall use commercially reasonable efforts to not knowingly use Third Party Materials consisting of Software containing disabling code without the prior approval of DIRTriad and will use commercially reasonable efforts to determine whether Third Party Software contains disabling code. For purposes of this provision, code that serves the function of ensuring software license compliance (including passwords) shall not be deemed disabling code, provided that Successful Respondent will use commercially reasonable efforts that, other than with respect to attempt to learn from third parties whether such code in Third Party Software of which Supplier is included not aware, Supplier notifies Triad in third party products advance of all such code and will notify DIR accordingly and obtain DIR's obtains Triad’s approval prior to installing such code in any Software, Equipment, Equipment or System.