Common use of MSP License Clause in Contracts

MSP License. If an Order indicates that Software is to be used by Customer as a managed service provider, Customer shall be granted a License to use such Software and the associated Documentation to provide Management Services (an “MSP License”). “Management Services” include, without limitation, application, operating system, and database implementation, performance tuning, and maintenance services provided by Customer to its customers (each, a “Client”). Each MSP License is governed by the terms of this Agreement and the MSP terms in the Product Guide. If an Order for an MSP License expressly permits Customer to install copies of the Software on its Clients’ equipment or to provide its Clients access to the Software, then Customer shall ensure that (i) each Client only uses the Software and Documentation as part of the Management Services provided to it by Customer, (ii) such use is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section of this Agreement, and the applicable Order, and (iii) each Client cooperates with Provider during any compliance review that may be conducted by Provider or its designated agent. At the conclusion of any Management Services engagement with a Client, Customer shall promptly remove any Software installed on its Client’s computer equipment or require the Client to do the same. Customer agrees that it shall be jointly and severally liable to Provider for the acts and omissions of its Clients in connection with their use of the Software and Documentation and shall, at its expense, defend Provider against any action, suit, or claim brought against Provider by a Client in connection with or related to Customer’s Management Services and pay any final judgments or settlements as well as Provider’s expenses in connection with such action, suit, or claim.

MSP License. If an Order indicates that Software is to be used by Customer as a managed service provider, Customer shall be granted a License to use such Software and the associated Documentation to provide Management Services (an “MSP License”). “Management Services” include, without limitation, application, operating system, and database implementation, performance tuning, and maintenance services provided by Customer to its customers (each, a “Client”). Each MSP License is governed by the terms of this Agreement and the MSP terms in the Product Guide. If an Order for an MSP License expressly permits Customer to install copies of the Software on its Clients’ equipment or to provide its Clients access to the Software, then Customer shall ensure that (i) each Client only uses the Software and Documentation as part of the Management Services provided to it by Customer, (ii) such use is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section of this Agreement, and the applicable Order, and (iii) each Client cooperates with Provider AgreeYa during any compliance review that may be conducted by Provider AgreeYa or its designated agent. At the conclusion of any Management Services engagement with a Client, Customer shall promptly remove any Software installed on its Client’s computer equipment or require the Client to do the same. Customer agrees that it shall be jointly and severally liable to Provider AgreeYa for the acts and omissions of its Clients in connection with their use of the Software and Documentation and shall, at its expense, defend Provider AgreeYa against any action, suit, or claim brought against Provider AgreeYa by a Client in connection with or related to Customer’s Management Services and pay any final judgments or settlements as well as ProviderAgreeYa’s expenses in connection with such action, suit, or claim.

MSP License. If an Order indicates that Software is to be used by Customer as a managed service provider, Customer shall be granted a License to use such Software and the associated Documentation to provide Management Services (an “MSP License”). “Management Services” include, without limitation, application, operating system, and database implementation, performance tuning, and maintenance services provided by Customer to for the benefit of its customers (each, a “Client”). Each MSP License is governed by the terms of this Agreement and the MSP terms in the Product Guide. If an Order for an MSP License expressly permits Customer to install copies of the Software on its Clients’ equipment or to provide its Clients access to the Software, then Customer shall ensure that (i) each Client only uses the Software and Documentation as part of the Management Services provided to it by Customer, (ii) such use is subject to the restrictions and limitations contained in this Agreement, including, but not limited to those in the Export Section of this AgreementSection, and the applicable Order, and (iii) each Client cooperates with Provider Dell during any compliance review that may be conducted by Provider Dell or its designated agent. At the conclusion of any Management Services engagement with a Client, Customer shall promptly remove any Software installed on its Client’s computer equipment or require the Client to do the same. Customer agrees that it shall be jointly and severally liable to Provider Dell for the acts and omissions of its Clients in connection with their use of the Software and Documentation and shall, at its expense, defend Provider Dell against any action, suit, or claim brought against Provider Dell by a Client in connection with or related to Customer’s Management Services and pay any final judgments or settlements as well as ProviderDell’s expenses in connection with such action, suit, or claim.