Common use of Disabling Code Clause in Contracts

Disabling Code. ‌ Service Provider represents, warrants and covenants that, without the prior written consent of DIR, Service Provider 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. Service Provider further represents, warrants and covenants that, with respect to any disabling code that may be part of the Software, Service Provider 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. Service Provider 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 Service Provider 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.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

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Disabling Code. Service Provider represents, warrants and covenants that, without the prior written consent of DIR, Service Provider 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. Service Provider further represents, warrants and covenants that, with respect to any disabling code that may be part of the Software, Service Provider 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. Service Provider 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 Service Provider 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.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

Disabling Code. ‌ Service Provider represents, warrants warrants, and covenants that, without the prior written consent of DIR, Service Provider 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 Equipment, and/or Systems. Service Provider further represents, warrants warrants, and covenants that, with respect to any disabling code that may be part of the Software, Service Provider 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. Service Provider also represents, warrants 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 Service Provider 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 Equipment, or System.

Appears in 1 contract

Samples: Master Services Agreement

Disabling Code. Service Provider represents, warrants and covenants that, without the prior written consent of DIRTxDOT, Service Provider 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. Service Provider further represents, warrants and covenants that, with respect to any disabling code that may be part of the Software, Service Provider shall not invoke or cause to be invoked such disabling code at any time, including upon expiration or any termination of this Agreement, without DIRTxDOT's prior written consent. Service Provider 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 DIRTxDOT. 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 Service Provider will shall use commercially reasonable efforts to attempt to learn from third parties whether such code is included in third party products and will shall notify DIR TxDOT accordingly and obtain DIRTxDOT's approval prior to installing such code in any Software, Equipment or System.

Appears in 1 contract

Samples: Master Services Agreement

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Disabling Code. Service Provider represents, warrants warrants, and covenants that, without the prior written consent of DIR, Service Provider 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 Equipment, and/or Systems. Service Provider further represents, warrants warrants, and covenants that, with respect to any disabling code that may be part of the Software, Service Provider 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. Service Provider also represents, warrants 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 Service Provider 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 Equipment, or System.

Appears in 1 contract

Samples: Master Services Agreement

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