Obligations of Customer. Axway’s indemnification obligation is contingent upon the Customer: (a) giving immediate written notice to Axway of any such Infringement Claim; (b) giving Axway control of the defense and related settlement negotiations, provided , however that Axway will obtain the Customer’s prior written consent, which shall not be unreasonably withheld or delayed, if any settlement of such an Infringement Claim requires Customer to admit liability, take or refrain from taking any particular action other than cessation of use of the infringing Services, Product, or Deliverable , and (c) assisting in the defense at Axway’s reasonable request, provided Axway agrees to pay Customer’s reasonable expenses in connection therewith. The Customer may participate in such defense and in any settlement discussions directly or through counsel of the Cus tomer’s choice, at the Customer’s expense, provided such participation does not materially prejudice Axway’s sole control of the defense or cause Axway to incur material additional costs in the conduct of such defense .
Obligations of Customer. From and after the Execution Date, subject to Section 11.3 and the rights of CUSTOMER with respect to the PROVIDER Licensed Technology pursuant to Exhibit I, and except as otherwise contemplated by this Agreement, CUSTOMER shall not, and shall cause its Affiliates and their respective Representatives, not to, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than Representatives of such party or of its Affiliates who reasonably need to know such information in providing Services to CUSTOMER or any Affiliate of CUSTOMER or use or otherwise exploit for its own benefit or for the benefit of any third party, any PROVIDER Confidential Information. If any disclosures are made in connection with providing Services to CUSTOMER or any of its Affiliates under this Agreement, then the PROVIDER Confidential Information so disclosed shall be used only as required to perform the Services. CUSTOMER and its Affiliates shall use the same degree of care to prevent and restrain the unauthorized use or disclosure of the PROVIDER Confidential Information by any of their Representatives as they currently use for their own confidential information of a like nature, but in no event less than a reasonable standard of care. For purposes of this Section 11.2, any Information, material or documents relating to the businesses currently or formerly conducted, or proposed to be conducted, by GE or any of its Affiliates (other than any member of the Genworth Group) furnished to or in possession of CUSTOMER or any of its Affiliates, irrespective of the form of communication, and all notes, analyses, compilations, forecasts, data, translations, studies, memoranda or other documents prepared by CUSTOMER or its officers, directors and Affiliates, that contain or otherwise reflect such information, material or documents is hereinafter referred to as “PROVIDER Confidential Information.” “PROVIDER Confidential Information” does not include, and there shall be no obligation hereunder with respect to, information that (i) is or becomes generally available to the public, other than as a result of a disclosure by CUSTOMER or its Representatives not otherwise permissible hereunder, (ii) CUSTOMER or such Representative can demonstrate was or became available to it from a source other than PROVIDER and its Affiliates, or (iii) is developed independently by CUSTOMER or its Representatives without reference to the PROVIDER Confidential Information; provided, however, t...
Obligations of Customer. The Customer shall:
4.1 not interfere in any way with the Meter and/or AMR Device and maintain both in good working condition;
4.2 at all times allow Crown Gas & Power, Transporter, their agents or Installer access to each Site for any purpose whatsoever connected with the supply of Gas under this Agreement;
4.3 keep Crown Gas & Power informed as to the intended use of Gas supplied;
4.4 not install any apparatus, which may cause pressure fluctuations in the Transporter’s Equipment;
4.5 not mix Gas with any substance;
4.6 In the event of an escape or leak, comply with Crown Gas & Xxxxx’s escape procedures and call 0000 000 000;
4.7 be responsible for all pipes and apparatus after the Meter;
4.8 not request a quantity of Gas which is in excess of the amount which the Transporter’s Equipment is capable of delivering to the Site;
4.9 without prejudice to any rights or remedies of Crown Gas & Power under this Agreement, in the event that the Customer wishes to either sell or terminate the use of a Site, give no less than twenty- eight (28) days’ notice to Crown Gas & Power of such sale or termination of use and promptly supply Crown Gas & Power with all and any information reasonably requested in respect of such sale or termination (including but not limited to any sale, tenancy agreement or any other relevant formal documentation). Customer shall remain liable for payment up until the date of final Meter Reading agreed between the parties further, where any Site is to be sold, such Site shall only be removed from this Agreement and this Agreement shall only terminate in respect of such Site, with Crown Gas & Power’s written consent and on Crown Gas & Power being satisfied, inter alia, that the supply of Gas to such Site is being governed by a valid agreement with a supplier other than Crown Gas & Power or that the new owners of such Site have entered into an agreement for the supply of Gas to that Site with Crown Gas & Power.
4.10 For the avoidance of doubt, in circumstances where Crown Gas & Power have not been notified of the sale or termination of use of a Site in accordance with clause 4.9 Crown Gas & Power shall not be under any obligation whatsoever to remove such Site from this Agreement, and this Agreement shall remain in full force and effect in respect of any such Site and the Customer shall be responsible for paying for any Quantity of Gas supplied.
4.11 Without prejudice to its other rights and remedies, Crown Gas & Power may object to the transfer...
Obligations of Customer. Except with respect to a matter addressed under Section 6.1 (Elastic Obligations; Infringement Claims) of the Agreement, Customer will, at its expense (i) defend, or at its option settle, but subject to Elastic's prior written consent, not to be unreasonably withheld, a claim brought against Elastic, its contractors, suppliers, licensors, and or respective directors, officers, employees and agents, arising out of or related to Customer's use of any Cloud Service including, without limitation use in violation of the terms of this Addendum, and (ii) indemnify Elastic against and pay (1) any settlement of such claim or (2) any damages finally awarded to such third party by a court of competent jurisdiction as the result of such claim.
Obligations of Customer. 3.13.1 With regard to the telecommunications facilities or equipment installed by the Company:
a. Customer shall maintain the telecommunications facilities or equipment located on the Customer's premises with the care of a qualified manager.
b. Customer shall not move, disconnect, alter or disassemble the Company's telecommunications facilities or equipment.
c. Customer shall not connect other lines or attach other machines, to the Company's telecommunications facilities or equipment except where the Company gives approval, or where it is necessary to do so in order to protect the telecommunications facilities or equipment in times of natural or other disasters.
3.13.2 Customer shall be responsible for the damage to or loss of the Company's facilities or equipment caused by the acts or omissions of, or the noncompliance by Customer or Authorized Users with these regulations, including damage or loss by fire, theft or other casualty occurring on the Customer's premises, unless caused by the negligence or willful misconduct of the employees or agents of the Company.
3.13.3 When non-compliance with the provisions of Sections 3.13.1 or 3.13.2 above has led to loss of, or damage to the telecommunications facilities or equipment, Customer shall bear any required costs associated with replacement, repair, or other installation works.
3.13.4 Customer shall pay charges for the use of telecommunications facilities or equipment, when the Company has installed and made the facilities or equipment available for use.
3.13.5 Even when the use of telecommunications facilities or equipment has been suspended under the provisions of Section 3.11.1, Customer shall pay the charges during the period of suspension.
3.13.6 Customer shall be responsible to the Company for all charges incurred by its Authorized Users.
Obligations of Customer. Customer acknowledges and agrees that it has provided all material information necessary in any order or nomination to enable AmSpec to perform the requested Services. Customer acknowledges and agrees that it shall obtain for AmSpec all necessary access to the premises where the Services are to be performed. Customer acknowledges and agrees that it is at all times responsible for the safety, security, care, custody and control of the sampling and inspection site. Customer is responsible for the conditions in and around the site and for advising AmSpec of the same, including but not limited to, any known hazards, actual or potential, and of any information required to enable AmSpec to perform the Services safely and in a manner consistent with government standards and industry protocols.
Obligations of Customer. 9.1. The Customer undertakes to comply with all applicable laws and regulations whilst using the Service and to use the Service only for lawful purposes. Furthermore, the Customer acknowledges that if the Service is used from a country or any jurisdiction outside Jersey or Guernsey, the use of the Service may be subject to different laws and regulations that apply in that country.
9.2. The Customer shall:
9.2.1. not use, make use of, cause, allow or permit to be used the Service for any improper, fraudulent or unlawful purposes or for the sending of any communication or storing of any information which is of an offensive, abusive, indecent, obscene or menacing nature, or which is pornographic, or contains threats of any kind, is defamatory in any way or breaches confidence or which incites hate;
9.2.2. not cause, nor knowingly allow others to cause, any nuisance, annoyance or inconvenience whether to the Service Provider or any of the Service Provider’s customers which shall include the use of the Network for the persistent sending of unsolicited communications without reasonable cause;
9.2.3. not use, make use of, cause, allow or permit to be used the Service in any way, whether knowingly or otherwise, such that the operation of the Network or any part of the Network will be jeopardised or impaired;
9.2.4. keep recorded any login code, pin number or security details specific to the Service, Device or Equipment secure and not disclose such security details to any third party;
9.2.5. comply with any reasonable instructions issued by the Service Provider in respect of the use of the Service, comply with the Service Provider’s reasonable requests for assistance in order to diagnose existing or potential faults and co-operate with the Service Provider in its reasonable security and other checks (which may include making Calls);
9.2.6. not use, make use of, cause, allow or permit to be used the Service to access, transmit, publish, display, advertise, send or upload anything that is copyright protected (unless the Customer has permission) or which in any way breaches the intellectual property rights of any third party;
9.2.7. not use, make use of, cause, allow or permit to be used, copy, modify, store, forward, publish or distribute the Content without the Service Provider’s express permission;
9.2.8. only use, make use of, cause, allow or permit to be used Content for personal use and not for any commercial purposes or distribute it commercially;
9.2.9. not us...
Obligations of Customer. Customer shall properly use any equipment or software, and all pass codes, personal identification numbers (“PINs”) or other access capability obtained from Frontier or an affiliate or vendor of Frontier and shall surrender the equipment and software in good working order to Frontier at a place specified by Frontier and terminate all use of any access capability upon termination or expiration of this Schedule. Customer shall be responsible for all uses of PINs, pass codes or other access capability during or after the term hereof. Customer agrees that the Equipment and Service provided by Frontier hereunder are subject to the terms, conditions and restrictions contained in any applicable agreements (including software or other intellectual property license agreements) between Frontier and Frontier’s vendors. Customer is responsible to ensure appropriate processes and protocols are in place for rate shaping to the amount of throughput ordered. Customer acknowledges that failure to comply with this responsibility may negatively impact Service performance.
Obligations of Customer a. Customer shall not direct Business Associate to act in a manner that would not be compliant with the HIPAA Rules.
b. Customer shall notify Business Associate of any limitation(s) in its notice of privacy practices of Customer in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate’s Use or Disclosure of PHI.
c. Customer shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to Use or Disclose their PHI, to the extent that such changes may affect Business Associate’s Use or Disclosure of PHI.
d. Customer shall notify Business Associate in writing of any restriction to the Use or Disclosure of PHI that Customer has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate’s Use or Disclosure of PHI.
Obligations of Customer. 4.1 Customer is responsible for deciding whether a DBS Application is required and the level that is required (basic, standard or enhanced).
4.2 Customer agrees it will:
4.2.1 only use the Services for its own internal business purposes;
4.2.2 have a separate contract with Civica permitting access of the System;
4.2.3 comply with the terms and conditions of this Contract;
4.2.4 ensure that all its Staff who undertake identity checks (for DBS applicants) are properly qualified and trained to DBS standards;
4.2.5 ensure DBS checks and identification checks are done by its Staff to the standard required by DBS;
4.2.6 pay the Charges to Civica and in particular that submitting a DBS Application for completion is a commitment to pay Civica for such Services and any charges incurred by Civica including but not limited to DBS Fees and any arising under clause 4.4;
4.2.7 to carry out and comply with the Customer Responsibilities.
4.2 Before using the Services the Customer will ensure that its Staff are properly trained in carrying out the identity checks and related work as required by DBS and are competent to carry out such tasks.
4.3 The Customer is responsible for using the Services correctly and in accordance with DBS Code and will remain responsible for its Staff and their actions or inactions in connection therewith.
4.4 Any work carried out by Civica as a result of Customer and/or its Staff not complying with clauses 4.2 and 4.3 may be subject to additional charges being levied by Civica, which the Customer hereby agrees to pay.
4.5 The Customer will comply with, and ensure that its Staff using the Services comply with, the parts of DBS Code as applicable to the Customer.
4.6 Customer shall indemnify Civica, keep Civica indemnified and hold Civica harmless from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses incurred by Civica caused by, or in any way connected with Customer’s use of the Services whether through breach of this Contract or any other negligent or wrongful act.
4.7 Customer represents and warrants that it possesses the full power and authority to enter into and perform its obligations under this Contract.
