LICENSEE’S UNDERTAKINGS Clause Samples

LICENSEE’S UNDERTAKINGS. 4.1. The Licensee undertakes not to perform any of the acts referred to in this clause 4.1, except to the extent and only to the extent permitted by law to the Licensee as a lawful User (i.e. a party with a right to Use) of the Software and only then for the specific limited purpose permitted by law or hereunder. The Licensee undertakes: 4.1.1. not to copy the Software (other than for normal System operation and as specified in clause 2 above or otherwise under this Agreement) nor otherwise reproduce the same provided that the Licensee may copy the Software for back-up purposes or incidentally, in the course of converting the Software in accordance with sub-clause 4.1.3 below; 4.1.2. not to translate, adapt, vary or modify the Software; 4.1.3. not to disassemble, decompile or reverse engineer the Software except as permitted by law; 4.1.4. not to remove, obscure or alter any notice of patent, copyright, trademark or other proprietary notice on the Software; 4.1.5. not to sub-license, distribute, rent, lease, or otherwise transfer the Software or any unique access code or copy the Software; 4.1.6. not to make the Software accessible by any type of broadcast or transmission, including but not limited to broadcast or transmission by cable, Internet, television, satellite or telephone; 4.1.7. not to Use the Software for commercial gain or to attract customers away from RM or to procure commercial advantage over RM or to Use it in any other way which is likely to be directly or indirectly detrimental to RM or its business; 4.1.8. not to enable a third party to do any of the acts set out in this clause 4.1; 4.1.9. to maintain accurate and up-to-date records of the number and location of all copies of the Software including but not limited to Software installed under the Home Use Licence. 4.1.10. to supervise and control Use of the Software in accordance with the terms of this Licence. 4.1.11. to ensure that its students, employees, agents and other parties who will Use the Software are notified of this Licence and the terms hereof prior to such employee, agent or party using the same. 4.1.12. to reproduce and include the copyright notice of RM on all and any copies, whether in whole or in part, in any form, including partial copies or modifications of the Software made herein. 4.1.13. not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listing...

LICENSEE’S UNDERTAKINGS. 2.1 Except as expressly set out in this Agreement or as permitted by any applicable mandatory law, you agree and undertake: (a) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is reasonably necessary for the purpose of back-up or operational security; (b) not to adapt, vary, translate, modify, or make alterations to, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs; (c) not to decompile, disassemble, reverse engineer, create derivative works based on the whole or any part of the Software or merge the Software, or attempt to do any such thing, except as permitted by applicable mandatory law without the possibility of contractual waiver. Requests for interface information in order to achieve inter-operability of the Software with another software program (“Purpose”) should be submitted to the Company at the above address and, if such information is provided, you undertake that the information obtained by you during such activities: (i) is used only for the Purpose; (ii) is not disclosed or communicated without the Company's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Software; (d) not to rent, lease, sublicense, loan or transfer the Software and Documentation to any third party, or otherwise allow any third party to use the Software, without the prior written consent of the Company; (e) to keep any authorized copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software; (f) to supervise and control use of the Software and ensure that the Software is used by your Users in accordance with the terms of this Agreement; (g) to replace the current version of the Software with any updated or upgraded version or new release provided by the Company under the terms of this Agreement immediately upon receipt of such version or release; (h) to include the copyright notice of the Company on all entire and partial copies of the Software in any form; and (i) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your U...

LICENSEE’S UNDERTAKINGS. 7.1 The Licensee shall: 7.1.1 Use reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 Use reasonable endeavours to notify Authorised Users of the terms and conditions of this Licence and take steps to protect the Licensed Materials from unauthorised use or other breach of this Licence; 7.1.3 Use reasonable endeavours to monitor compliance and immediately upon becoming aware of any unAuthorised use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 Where appropriate, issue passwords or other access information only to Authorised Users and use reasonable endeavours to ensure that Authorised Users do not divulge their passwords or other access information to any third party; 7.1.5 Provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Materials in accordance with its obligation under clause 6.3.

LICENSEE’S UNDERTAKINGS. 2.1 Except as expressly set out in this Licence or as permitted by any local law, you undertake: (a) not to copy the Software or Resource Material except where such copying is incidental to normal use; (b) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Resource Material; (c) not to make alterations to, or modifications of, the whole or any part of the Resource Material or Software nor permit the Resource Material and Software or any part of it to be combined with, or become incorporated in, any other programs; (d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; (ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it; and (iii) is not used to create any software which is substantially similar to the Software; (e) to supervise and control use of the Resource Material and ensure that the Resource Material is used in accordance with the terms of this Licence including any agreed number of users; (f) to include the copyright notice of the Licensor on all entire and partial copies of the Resource Material in any form; (g) not to provide, or otherwise make available, the Resource Material in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from the Licensor;

LICENSEE’S UNDERTAKINGS. 7.1 The Licensee will take all reasonable steps to ensure that the Licenced Material is used only in accordance with the terms and conditions of this Agreement and shall inform Authorised Users of the permitted use restrictions and other provisions set out in this Agreement. 7.2 The Licensee shall put into place reasonable procedures to monitor the compliance with the terms and conditions of this Agreement by the Authorised Users. 7.3 The Licensee will notify the Licensor immediately of infringements that come to the Licensee's notice and the Licensee agrees to co-operate with the Licensor as appropriate to stop further abuse should it occur. 7.4 Subject to Clause 4.9, nothing in this Agreement shall make the Licensee liable for breach of the restrictions set out in the terms and conditions of this Agreement by any Authorised User as long as the Licensee complied with the terms of Clauses 6, 7.1, 7.2 and 7.3 and did not cause, intentionally assist in or encourage such breach nor allowed it to continue after having received notice of such breach whether from the Licensor or otherwise. However, in the event of continuing abuse the Licensor shall be entitled to terminate this Agreement. 7.5 The Licensor shall be entitled to monitor the use of the Licenced Material through the Licensors servers, or as the case may be any service provided by an agent on its behalf, so as to monitor compliance with this Agreement.

LICENSEE’S UNDERTAKINGS. 14.1 Without prejudice to any other provisions in the Agreed Terms, the Licensee agrees and undertakes: (a) to pay to the Licensor the Event Fee in full in accordance with the Payment Schedule; (b) to hold the Event, as approved by the Licensor, during the Show Day Period (as defined in the Rules and Regulations) PROVIDED that such approval shall not relieve the Licensee from obtaining from such other relevant owners or persons or parties or authorities (whether under law or in contract) such licences, consents and/or approvals as may be necessary or applicable for the Event undertaken by the Licensee and to indemnify and hold the Licensor and its employees harmless from and against any and all actions, claims (including third party claims), demands, damages, expenses, compensation, costs (including legal costs on a solicitor and client basis), charges, liabilities, proceedings and other adverse consequences which the Licensor or its employees may suffer or incur arising out of or in connection thereto; (c) to maintain at the Licence Area an attractive display in keeping with the standards maintained elsewhere in the Centre; (d) to carry out or cause to be carried out all setting-up works in a good workmanlike manner and to replace, rectify, remedy and make good to the satisfaction of the Licensor any damage caused to the Licence Area and the Centre arising out of such setting-up works and comply with its obligations under Clause 20 in relation to any dismantling works; (e) to ensure that all its appointed contractors or sub- contractors, employees and/or personnel are professionally trained or certified and shall be subject to the approval of the Licensor for any works to be carried out on the Licence Area and the Centre; (f) not to use the Licence Area and the Common Areas in such a way as to cause any nuisance, damage, disturbance, annoyance, inconvenience or interference to the Licensor or its other tenants, licensees, users or occupiers of the Centre or to the owners, tenants, licensees, users or occupiers of any adjoining and neighbouring Units and/or properties; (g) not to do any act, matter or thing which would or might constitute a breach of any statutory requirement affecting the Centre or which would or might vitiate in whole or in part any insurance effected by the Licensor from time to time or which would or might increase the premium on such insurance; (h) not to collect, attempt to collect or make announcements with a view to collecting dona...

LICENSEE’S UNDERTAKINGS. 5.2.1 The Licensee shall indemnify and hold harmless the APA, its directors, officers, employees, successors and assigns against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with any claims of damages by any party which result from the Authorized Users’ use of or reliance on the Licensed Materials under this License Agreement, including but not limited to any indirect, special, consequential, or exemplary damages and/or which are attributable to (a) a failure of the hardware or software of Licensee’s computer system or (b) a third party claim of infringement due to the use or creation of a Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by the Licensee and/or Authorized Users or (c) alterations to the content of the Licensed Materials by the Licensee or Authorized Users not authorized under this License Agreement. 5.2.2 The Licensee represents and warrants that it will use best endeavors to notify its Authorized Users of the terms and conditions of this License Agreement and provide the click-through disclaimer (Schedule B) to Authorized Users and use best efforts to protect the Licensed Materials from unauthorized use or other breach of this License Agreement. 5.2.3 The Licensee shall only provide access to the Licensed Materials on a Secure Network. The Licensee and its Authorized Users shall be granted access pursuant to IP (“Internet Protocol”) addresses, passwords, public keys or certificates, or other security protocols developed and accepted during the term of this License Agreement. Licensee shall provide via separate electronic delivery to the APA a complete set of Licensee’s valid IP addresses to enable the APA to authenticate users and to supply accurate statistics. The form of these IP addresses must be acceptable to the APA. Only those IP addresses submitted by the Licensee will have access to the Licensed Materials, and Licensee is responsible for promptly notifying the APA of any changes in the IP addresses. 5.2.4 The Licensee shall undertake to make best efforts to ensure that no external, unauthorized users, outside of Authorized Users, have access to the Licensed Materials through this License Agreement. 5.2.5 The Licensee agrees, immediately upon becoming aware of any unauthorized use or other breach, to inform the APA, and to take immediate and appropriate steps both to ensure that such activity ceases and to prevent a...

LICENSEE’S UNDERTAKINGS. 8.1 The Licensee and member institutions shall: 8.1.1 use reasonable efforts to inform Authorized Users of the terms and conditions of this License; 8.1.2 use reasonable efforts to monitor compliance and upon becoming aware of any unauthorized use take reasonable and appropriate steps, including disciplinary action, to cease such activity; 8.1.3 use reasonable efforts to issue passwords or other access information only to Authorized Users; [...]

LICENSEE’S UNDERTAKINGS. 6.1 The Licensee shall: 6.1.1 use reasonable endeavors to ensure that all Authorized and Walk-In Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials; 6.1.2 use reasonable endeavors to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 6.1.3 use reasonable endeavors to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 6.1.4 issue passwords or other access information only to Authorized Users and use all reasonable endeavors to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 6.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material in accordance with its obligation under Clause 5.2.2. Should the Licensee make any significant change to such information, it will notify the Publisher not less than ten (10) days before the change takes effect. 6.1.6 keep full and up-to-date records of IP addresses and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 6.1.7 use reasonable endeavors to ensure that only Authorized Users are permitted access to the Licensed Materials.