IBM will a. promptly provide SHOWCASE notice of any such claim; and
b. allow SHOWCASE to control, and will cooperate with SHOWCASE in the defense of, the claim and settlement negotiations. IBM may participate in the proceedings at its option and expense.
IBM will appoint a PDT Leader who will work with the Project Executive Director, the Project Team leaders and the Project Teams to ensure that appropriate development processes are being followed for all of the Joint Projects. The PDT Leader may be changed by written agreement of the members of the PEC.
IBM will. Provide,as a Pass Thru charge, all stationary, envelopes and applicable collateral materials relevant to preparing xxxx related correspondence to EMW customers;
IBM will. Provide daily Remittance processing at an IBM designated location;
IBM will. 1. provide technical personnel to provide the Services;
2. support the operating systems and subsystems, compilers, programming languages, products and operational tools;
IBM will a) use Escrowed Works solely as permitted under the NLA; b) own any Derivative Works of Escrowed Works that it creates, subject to NetObjects' rights in the underlying work; c) pay NetObjects the royalties specified in the NLA to maintain its rights to the Licensed Works; and d) treat Escrowed Works according to the AECI. In addition to the confidentiality obligations set forth in the AECI, IBM agrees that for a period of ten (10) years from the date of receipt of Licensed Work Source Code: i) to only make available the Licensed Work Source Code to IBM's employees, its agents, subsidiaries and subcontractors on a "need to know basis"; and ii) to only use Source Code in accordance with the terms of the NLA, and not to disclose it to others except as set forth herein. IBM shall protect the Source Code using at least the same degree of care as it uses to protect its own Source Code of a like nature, and in no event less than reasonable care.
IBM will report any significant deviations from IBM's Designing International Software (6X09-1220) document or guidelines to SHOWCASE for response/resolution.
IBM will a. participate in progress reviews, as requested by SHOWCASE, to demonstrate IBM's performance of IBM's obligations; December 9, 1998 Outbound License Agreement
b. implement a process designed to help prevent contamination by harmful Code. IBM will promptly provide SHOWCASE notice if IBM suspects contamination;
c. have agreements with IBM's personnel and third parties to perform obligations and to grant or assign rights to SHOWCASE as required by this Agreement;
IBM will. 1. support the environments consistent with the obligations set forth in this Schedule A;
2. provide operations support and perform console monitoring activities; IBM Initials: Franklin Initials:
3. operate and provide system availability for present and future Applications Software and Systems Software to support Franklin's operating schedules;
4. in accordance with the change management process schedule systems maintenance so as to minimize interference with Franklin's business operations; and
5. monitor IBM-scheduled job submissions to verify scheduled completion.
IBM will a) perform security and privacy risk assessments of its Cloud Services at least annually; b) perform penetration testing and vulnerability assessments, including automated system and application security scanning and manual ethical hacking, before production release and annually thereafter; c) enlist a qualified independent third-party to perform penetration testing at least annually; d) perform automated management and routine verification of underlying components' compliance with security configuration requirements; and e) remediate identified vulnerabilities or noncompliance with its security configuration requirements based on associated risk, exploitability, and impact. IBM will take reasonable steps to avoid Cloud Service disruption when performing its tests, assessments, scans, and execution of remediation activities.
