Common use of Duties and Obligations of the Customer Clause in Contracts

Duties and Obligations of the Customer. 3.1 Customer shall promptly provide assistance and otherwise comply with its obligations as identified under a Work Order. Customer shall pay Supplier for its performance of Services and the Deliverables provided in accordance with the terms and conditions of this Agreement, in accordance with the charges set forth in the applicable Work Order. 3.2 Customer shall cooperate fully with Supplier’s performance of Services and shall promptly respond to Supplier’s request for any Customer Materials that Supplier reasonably requires to perform the Services. All hardware and software provided by Customer will be returned to Customer after the project is completed in the same condition it was delivered (reasonable wear and tear excepted) and unless such items have undergone change as per the requirements of the Work Order. Customer shall be responsible for the shipping, handling, insurance, and annual maintenance costs of all such Customer Materials. 3.3 Supplier shall not be liable for any delay or failure to perform an obligation to the extent that such delay or failure results from or is attributable to (i) delay or defects in the Customer Materials (ii) a failure by Customer to perform an obligation which impedes the performance by Supplier; or (iii) any dependencies or assumptions in the applicable Work Order not having been met. 3.4 Customer shall cooperate with Supplier, including by making available management decisions, information, approvals and acceptances, and access to Customer personnel, as reasonably requested by Supplier so Supplier may accomplish its obligations and responsibilities under any Work Order. 3.5 Customer shall ensure that it is the lawful owner or licensee of any Customer Materials and that it has necessary consents and approvals required in order to provide Supplier with access to and use of such Customer Materials, including Personal Data, or Third Party Materials in connection with Supplier’s performance of its obligations under this Agreement