Materials and further support Sample Clauses

Materials and further support. ‌ (a) The Licensor must provide to the Licensee the Materials (if any) and further support set out in section 4 of Schedule 2. Unless otherwise set out in section 4 of Schedule 2: (i) the Licensor must deliver the Material to the Licensee at the address in this Agreement, promptly following entry into the Agreement (ii) property to and risk in the Materials vests in the Licensee on delivery; (iii) the Materials are intended solely for use in support of the Licence of the Licensed IPR; (iv) the Licensee is responsible for ensuring the delivered Materials are suitable for the Licensee's intended use and must promptly notify the Licensor of any deficiency in the agreed Materials. No warranties or undertakings are provided by the Licensor in respect of suitability or condition; and (v) the Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials that are known or should have been reasonably apparent to the Licensor, and where applicable, instructions for safe use and operation of the Materials. (b) The Licensee must comply with any restrictions on or terms for use of the Materials as set out in section 4 of Schedule 2. (c) Except to the extent agreed in a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products, Material or the Licensed IPR.
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Materials and further support. (a) The Licensor must provide to the Licensee the Materials (if any) promptly following entry into the Agreement, or within such other period set out in section 5 of Schedule 2. (b) The Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials, and where applicable, instructions for safe use and operation of the Materials. (c) The Materials are intended solely for use in support of the Licence of the Licensed IPR. The Licensee must promptly notify the Licensor of any deficiency in the agreed Materials and except as set out in section 5 of Schedule 2, the Licensee is responsible for ensuring the delivered Materials are suitable for the Licensee's intended use. The Licensee must comply with any restrictions on or terms for use of the Materials as set out in section 5 of Schedule 2. (d) Except to the extent that the parties have entered into a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products or the Licensed IPR.
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Materials and further support. (a) The Licensor must provide to the Licensee the Materials (if any) promptly following entry into the Agreement, or within such other period set out in section 5 of Schedule 2. HERC IP Framework - Licence Agreement (Exclusive Commercialisation) 10 (b) The Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials, and where applicable, instructions for safe use and operation of the Materials. (c) The Materials are intended solely for use in support of the Licence of the Licensed IPR. The Licensee must promptly notify the Licensor of any deficiency in the agreed Materials and except as set out in section 5 of Schedule 2, the Licensee is responsible for ensuring the delivered Materials are suitable for the Licensee's intended use. The Licensee must comply with any restrictions on or terms for use of the Materials as set out in section 5 of Schedule 2. Guidance Note for clause 3.5: The Licensor will still need to ensure its conduct in granting the Licence is consistent with Moral Rights, but there is no express requirement for Moral Rights consents to be obtained. The Licensee will need to consider if its actions are consistent with Moral Rights. (d) Except to the extent that the parties have entered into a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products or the Licensed IPR.
Sample 1
Materials and further support. (a) The Licensor must provide to the Licensee the Materials (if any). (b) The Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials, and where applicable, instructions for safe use and operation of the Materials. (c) The Materials are intended solely for use in support of the Licence of the Licensed IPR. The Licensee must comply with any restrictions on or terms for use of the Materials as set out in item 9 of the Details Schedule. (d) Except to the extent that the parties have entered into a separate agreement, the Licensor has no obligation to provide the Licensee with any support or other services in respect of the Technology or the Licensed IPR.
Sample 1
Materials and further support. ‌ (a) The Licensor must provide to the Licensee the Materials (if any) and any further support as set out in item 9 of the Details Schedule. Unless otherwise set out in item 9 of the Details Schedule: (i) the Licensor must deliver the Material to the Licensee at the address in this Agreement, promptly following entry into the Agreement;
Sample 1
Materials and further support. (a) The Licensor must provide to the Licensee the Materials (if any) and further support set out in section 4 of Schedule 2. Unless otherwise set out in section 4 of Schedule 2:‌ (i) the Licensor must deliver the Material to the Licensee at the address in this Agreement, promptly following entry into the Agreement (ii) property to and risk in the Materials vests in the Licensee on delivery; (iii) the Materials are intended solely for use in support of the Licence of the Licensed IPR; Guidance Note for clause 3.4: This template does not provide for technology transfer services (eg instruction and training, maintenance services, show- how, help desk or personnel support etc). This clause does allow for the parties to agree to 'Materials' that the Licensor will provide to the Licensee to assist with exercising the Licensee's rights. For example, this may include prototypes, samples or documentation. If the Licensee requires additional services, the simplest approach is to use a separate agreement. (iv) the Licensee is responsible for ensuring the delivered Materials are suitable for the Licensee's intended use and must promptly notify the Licensor of any deficiency in the agreed Materials. No warranties or undertakings are provided by the Licensor in respect of suitability or condition; and (v) the Licensor will advise the Licensee of any hazardous or otherwise dangerous components or properties of the Materials that are known or should have been reasonably apparent to the Licensor, and where applicable, instructions for safe use and operation of the Materials. (b) The Licensee must comply with any restrictions on or terms for use of the Materials as set out in section 4 of Schedule 2. (c) Except to the extent agreed in a separate agreement, the Licensor has no obligation to provide the Licensee with any additional support or other services in respect of the Products, Material or the Licensed IPR.
Sample 1

Related to Materials and further support

  • Materials and Supplies The cost of materials and supplies is allowable. Purchases should be charged at their actual prices after deducting all cash discounts, trade discounts, rebates, and allowances received. Withdrawals from general stores or stockrooms should be charged at cost under any recognized method of pricing, consistently applied. Incoming transportation charges are a proper part of materials and supply costs.

  • Compliance Support Services Provide compliance policies and procedures related to services provided by BNY Mellon and, if mutually agreed, certain of the BNY Mellon Affiliates; summary procedures thereof; and periodic certification letters. · Such Compliance Support Services are administrative in nature and do not constitute, nor shall they be construed as constituting, legal advice or the provision of legal services for or on behalf of a Fund or any other person, and such services are subject to review and approval by the applicable Fund and by the Fund’s legal counsel. · Provide access to Fund records so as to permit the Fund or TRP to test the performance of BNY Mellon in providing the services under this Agreement. · Such Compliance Support Services performed by BNY Mellon under this Agreement shall be at the request and direction of the Fund and/or its chief compliance officer (the “Fund’s CCO”), as applicable. BNY Mellon disclaims liability to the Fund, and the Fund is solely responsible, for the selection, qualifications and performance of the Fund’s CCO and the adequacy and effectiveness of the Fund’s compliance program.

  • Technical Support Services 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • PRODUCT SUPPORT Partners may provide support for Products and other value-added services, and Partner is responsible for the performance of any services it provides. If Customer purchases Microsoft Support Services through a Partner, Microsoft will be responsible for the performance of those services subject to the terms of this Agreement.

  • Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Local Government for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier will be notified by the Local Government of the Local Government’s obligations under this Agreement and the Acts and Regulations relative to Nondiscrimination on the grounds of race, color, or national origin.

  • Maintenance and Support Services If this Agreement is for IT goods or services, this section applies: Unless otherwise specified in this Agreement: The Contractor shall promptly provide the Court with all Upgrades, including without limitation: (i) all Upgrades generally made available by Contractor to its other customers; (ii) Upgrades as necessary so that the Work complies with the Specifications and Applicable Law (including changes in Applicable Law); (iii) Upgrades as necessary so that the Work operates under new versions or releases of the Court’s operating system or database platform; and (iv) all on-site services necessary for installation of Upgrades. Without limiting any other obligation of Contractor under this Agreement, Contractor represents and warrants that it will maintain services, equipment, software or any other part of the Work so that they operate in accordance with their Specifications and Documentation; and The Contractor shall respond to the Court within four (4) hours after the Court reports a Technical Support Incident (such hours all occurring during Standard M&S Hours) to Contractor. DELIVERY, ACCEPTANCE, AND PAYMENT Delivery. Contractor shall deliver to the Court the Deliverables in accordance with this Agreement, including the Statement of Work. Unless otherwise specified by this Agreement, Contractor will deliver all goods purchased by the Court “Free on Board Destination Freight Prepaid” to the Court at the address and location specified by the Court. Title to all goods purchased by the Court vests in the Court upon payment of the applicable purchase price. Contractor will bear the risk of loss for any Work being delivered until received by the Court at the proper location. All shipments by Contractor or its Subcontractors must include packing sheets identifying: this Agreement number, the Court’s purchase order number, item number, quantity and unit of measure, part number and description of the goods shipped, and appropriate evidence of inspection, if required. Goods for different Agreements shall be listed on separate packing sheets.

  • Customer Support If Customer is entitled to receive Customer Support as part of a separately purchased Service Plan, Sage warrants that while Customer’s Service Plan is in effect and if it has paid all required Service Plan fees, Sage will use qualified personnel to provide Customer Support in a professional manner consistent with industry standards. Customer’s sole remedy under this section 5.2 is limited to Sage’s re-performance of the Customer Support services giving rise to Customer’s claim.

  • MARKETING MATERIALS AND REPRESENTATIONS (a) The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor. (b) The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless (i) such Marketing Materials: (a) are either furnished to the Participant by the Distributor, or (b) if prepared by the Participant, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) Participant and such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations. (c) The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Prospectus conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; (v) Shares will be approved for listing on a national exchange; (vi) it will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; (vii) any and all Marketing Materials prepared by the Trust and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (viii) it will not name the Participant in the Prospectus, Marketing Materials, or on the Fund’s website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation. (d) Notwithstanding anything to the contrary in this Agreement, the term Marketing Materials shall not include (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by Participant comply with applicable FINRA rules and regulations and other applicable laws, rules and regulations.

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

  • Materials and Equipment ‌ Material means property that may be consumed or expended during performance, component parts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Equipment means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for performance. Materials and Equipment shall be priced in accordance with the terms of the task order award, contract type, and applicable FAR and agency-specific regulatory supplements. Unless otherwise directed by task order terms and conditions, the Contractor may apply indirect costs to materials and equipment consistent with the Contractor’s usual accounting practices.

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