Obligations of Licensor. 2.1 Licensor shall process the personal data and other operating data of Partner exclusively in accordance with Partner’s instructions and/or End User’s instructions relayed to Licensor by Partner which may include (without limitation) the correction, erasure and/or the blocking of such data. The personal data shall not be used by Licensor for any other purpose. Licensor shall not preserve such personal data longer than instructed by Partner. The statutory preservation periods remain unaffected.
2.2 For processing personal data, Licensor shall only use personnel which provably committed themselves to observe data secrecy and secrecy of telecommunications pursuant to sec 5 German Federal Data Protection Act [Bundesdatenschutzgesetz] and sec 88 German Act on Telecommunication [Telekommunikationsgesetz].
2.3 Licensor shall implement all technical and organisational measures to comply with the requirements pursuant to sec 9 German Federal Data Protection Act. In particular, Licensor shall take and regularly check the following protection measures: Physical access control: Licensor shall install an access control system. Access control: Licensor shall control and log access to data processing systems. Access limitation control: Licensor shall define, implement and monitor a concept for user rights, rules for passwords and login procedures. Transmission control: Licensor shall ensure personal data transmission in encrypted form or by a secure alternative procedure. Transmissions must be logged and guidelines for personal data transmissions must be laid down in writing. Input control: Licensor shall implement a detailed logging system for input, modification and deletion of personal data. Job control: Licensor shall define in writing and establish control mechanisms to ensure that data are processed strictly in accordance with the instructions of the Provider. Availability control. Licensor shall run a state of the art backup system and define a restore operation procedure to protect personal data from accidental destruction or loss. Data separation: Licensor shall ensure by technical means and defined organisational procedures that personal data collected for different purposes (e.g. different Providers) can be processed separately. Technical means can be separated computer systems or demonstrably logical separation. Access by one Partner to the data of any other partner must be prevented.
2.4 If the security measures implemented by Licensor do n...
Obligations of Licensor. 1) The Licensor shall be liable to make good the exterior and structure of the Licensed Premises including walls, drainage and roof by carrying out necessary repairs or renovations within its statutory common duty of care.
2) The Licensor shall provide the Licensee for its operation at their own cost
a) Water – Requisite water connection from the Municipal Corporation, subject to availability. The charges for consumption of water shall however be borne by the Licensee as per actual metered consumption at prevailing rates.
Obligations of Licensor. During the term of the Agreement and so long as no event of default shall have occurred and not been cured or waived, Licensor shall:
Obligations of Licensor i) Upon execution of this Agreement, LICENSOR shall make the Technology and any additional documents or materials not yet provided as described in Section 1 otherwise necessary to effectuate the license of the Technology contemplated herein available for LICENSEE.
ii) Upon request by LICENSEE, LICENSOR shall provide LICENSEE with onsite or remote support in connection with LICENSEE's use of the Technology (including Licensor Improvements) during the term of this Agreement, with reasonable travel expenses paid for by LICENSEE.
Obligations of Licensor. 2.1 Licensor does not warrant that availability of the Software, its functions and/or Licensor’s servers will be uninterrupted or always error-free. Clause 2.10 shall apply.
2.2 Licensor shall make the Software available to Licensee in an executable form (object code) for download on the Internet.
2.3 Licensee is not entitled to the source code of the Software or parts thereof.
2.4 Licensee may access the user manual available via xxxxx://xxxxxxx0x.xxx/system-
2.5 Unless explicitly stated herein, Licensor shall not be responsible for installing the Software on Licensee’s infrastructure and/or assisting in such process.
2.6 Licensor is not obliged to provide any consulting, parameterization, customizing, migration, training, programming or other Licensee-specific project services (collectively referred to as “Services”) unless explicitly agreed upon by the Parties in writing.
2.7 In order to start and use the Software, Licensee must arrange for a sufficiently powerful Internet connection between Licensee’s IT-systems and Licensor’s server in order to verify the license of the Licensee and to use the Cloud Services. Depending on the type of license, Internet access for license verification may be necessary every 24 hours. During this 24-hour period, Internet access solely is necessary for use of the Cloud Services.
2.8 Licensor shall be entitled to use the Software on its own IT-systems and third-party systems – provided that these third-party systems are controlled by or exclusively assigned to Licensee and/or Licensee’s agents/employees – and may freely subcontract obligations under this XXXX.
2.9 Licensor shall be responsible for the availability of the server(s) necessary to allow Licensee to use the Software up to a suitable connection point to the Internet that Licensor shall determine ("Service Delivery Point"). The license provided by this XXXX does not include further Internet connection to the access point of the Licensee.
2.10 Licensor shall use commercially reasonable efforts to maintain the availability of the licensing server(s) for 99% per calendar month (“Agreed Availability”). The licensing server shall be deemed available if accessible and correctly responding when contacted from the Service Delivery Point (“Availability”). Non-availability due to force majeure and other reasons outside of the responsibility of Licensor and Scheduled Downtimes (see Sec. 2.11) are not taken into account for the calculation of the Availability if Scheduled Do...
Obligations of Licensor. The LICENSOR agrees with the LICENSEE to execute such documents and give such assistance as the LICENSEE may reasonably require:
(a) to defeat any challenge to the validity of, and resolve any questions concerning the Patent Rights;
(b) to apply for and obtain patents or similar protection for the INVENTION in other parts of the world at the LICENSEE’s expense;
(c) to do all that is necessary to vest such protection in the LICENSEE;
(d) to inform the LICENSEE of all technical information concerning the INVENTION; and
(e) to supply the LICENSEE with any documents or drawings relevant to the INVENTION.
Obligations of Licensor. 3.1 On the date of execution of this agreement, Licensor agrees to supply Licensee with all technical information regarding the use and operation of the KDS Micronizing Machine.
3.2 It is understood and agreed that all drawings and technical data in respect of the KDS Micronizing Machine will be furnished by Licensor to Licensee without payments to Licensor other than those herein specified.
3.3 In the event that any improvements to Licensor' s Technology are made or discovered as a result of the Licensee' s work in the development of specialized disintegration and dewatering systems in the palm industry, any and all such improvements, if made by Licensee shall belong to the Licensor and become part of the Licensor' s Technology and, if patentable, shall be filed and registered as patents, at the cost and expense of Licensor, under the ownership of Licensor and be licensed to Licensee for a period of twenty years or for the duration of the patent for an annual fee of $1.00 US per year. Such licence shall give to the Licensee exclusive rights to the use of such improvements as they pertain the Applications in the Territory described herein.
3.4 In furtherance of the program for development of Licensor' s Technology by Licensee, Licensor grants to Licensee permission at any time to send at Licensee' s expense, a reasonable number of technicians for a reasonable time, to Licensor' s plant to obtain any instructions or information which Licensee may reasonably require to enable Licensee to use Licensor' s Technology. Licensor shall, if requested by Licensee, send one of the Licensor' s technicians to Licensee' s plant, at such time and for such period as may be agreed, at Licensee' s expense. Also, Licensor, upon request of Licensee, shall provide its best cooperation in Licensee' s purchase of any parts necessary for production at Licensee' s expense. The cost of any such parts and testing will be at the expense of Licensee.
3.5 Licensor shall furnish literature, mats of artwork and advertising films, slides, and other promotional and training materials to Licensee at cost.
3.6 Licensor shall permit throughout the life of this agreement the exclusive use by Licensee of the trademark " KDS Micronex" owned by Licensor.
3.7 In the event Licensor receives any query from any third party in respect of the KDS Micronizing Machine from within the Territory, Licensor shall refer such query to Licensee.
Obligations of Licensor. 7.1 In terms of this Agreement, the Licensor undertakes to do the following, in relation to:
Obligations of Licensor. 4.1 Licensor agrees and warrants:
(a) Licensor will give Licensee an Exclusive License to manufacture, deploy, and sell the Oyster Reef Dome and the sole right to sublicense or transfer the License with prior written approval of the Licensor, which approval shall not be unreasonably withheld, conditioned or delayed.
(b) Licensor shall split the Net Profits in accordance with a separately executed Revenue Sharing Agreement.
Obligations of Licensor. 10.1 The Licensor hereby covenants and agrees with the Representative:
(a) Assistance to Representative – the Representative may consult with the Licensor at usual times for business with respect to the efficient operation of the Business. The Licensor will furnish to the Representative such assistance and advice as is from time to time reasonably required in the Licensor’s opinion. Operating assistance will consist of advice and guidance with respect to:
(i) Operational Procedures – methods and procedures for the sale of Products and provision of Services;
(ii) Manuals – to make available to the Representative any Operations Manual issued in the System from time to time;
(iii) New Developments - new developments and Services as are approved in the System from time to time to be offered to Clients;
(iv) Advertising and Promotion - formulating and implementing advertising and promotional programs using such merchandising, marketing and advertising research, data and advice as may from time to time be developed in the System and deemed by it to be helpful in the conduct of the Business;
(v) Training - providing any training the Licensor may deem necessary;
(vi) Administration - assisting the Representative in administration and general operating procedures for the proper operation of the Business;
(vii) Accounting – recommending third-party support services to the Representative in regard to bookkeeping and accounting;
(b) Advertising and Promotion - to at its discretion conduct advertising campaigns and other promotional activities to promote the Licensor and Representatives;
(c) Training – subject to clause 22.4, in further consideration of the payment of the Weekly Representative Fee, to provide an initial training program for the Representative in the management, supervision and know how necessary for the administration and conduct of the Business. All travelling, living and other expenses and costs incurred by the Representative must be fully paid by the Representative and will be at no cost or expense whatsoever to the Licensor;
