Ongoing Warranties. Supplier makes the following ongoing representations and warranties: 1. it has the right to enter into this Agreement and its performance of this Agreement will comply, at its own expense, with the terms of any contract, obligation, including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject ; 2. it is incorporated or organized as a partnership; 3. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s rights under this Agreement; 4. it has disclosed to Buyer in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Deliverables and that Supplier and the Deliverables are in compliance with all licensing agreements applicable to such third party code; 5. Deliverables and Services do not infringe any privacy, publicity, reputation or intellectual property right of a third party; 6. all authors have agreed not to assert their moral rights (personal rights associated with authorship of a work under applicable law) in the Deliverables, to the extent permitted by law; 7. Deliverables are safe for use consistent with and will comply with the warranties, specifications and requirements in this Agreement; 8. Deliverables do not contain harmful code; 9. Services will be performed using reasonable care and skill and in accordance with the relevant SOW and/or WA; 10. It will not engage in Electronic Self-Help; 11. Deliverables and Services which interact in any capacity with monetary data are euro ready such that when used in accordance with their associated documentation they are capable of correctly processing monetary data in the euro denomination and respecting the euro currency formatting conventions (including the euro sign); 12. it is knowledgeable with, and is and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release or transfer of technology and software to non U.S. nationals in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations; 13. it will not export, directly or indirectly, any technology, software or commodities of U.S. origin or having U.S. content provided by Buyer or their direct product to any of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulations; 14. it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this Agreement; and 15. it will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and other protections for the Personal Data, will report any breaches of protection of Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data in Supplier’s possession. THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 1 contract
Samples: Technical Services Agreement
Ongoing Warranties. Supplier makes the following ongoing representations and warranties:
1. it has the right to enter into this Base Agreement and its performance of this Base Agreement will comply, at its own expense, with the terms of any contract, obligation, including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject subject;
2. it is incorporated or organized as a partnership;
3. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s 's rights under this Base Agreement;
4. it has disclosed to Buyer in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Deliverables and that Supplier and the Deliverables are in compliance with all licensing agreements applicable to such third party code;
5. Deliverables and Services do not infringe any privacy, publicity, reputation or intellectual property right of a third party;
5. Deliverables and Services will conform to the warranties, specifications and requirements in this Base Agreement for one (1) year from the date of each Deliverable's or Service's acceptance pursuant to the applicable SOW or WA, except that if there is a conflict between the warranties in this Base Form Title: Software and Services Engagement Agreement Form Release: 05/01 Form Owner: Global Procurement Revisions: 3/04 Agreement and Supplier's standard warranty for Program Products, then Supplier's standard warranty for Program Products shall apply unless otherwise expressly set forth in a SOW or WA;
6. all authors have agreed it will not to assert their moral rights (personal rights associated with authorship of a work under applicable law) engage in the Deliverables, to the extent permitted by lawElectronic Self-Help;
7. Deliverables are safe for use in that they are consistent with and will comply with the warranties, specifications and requirements in this Agreement;
8. Supplier has exercised all commercially reasonable efforts using current technology to ensure Deliverables do not contain harmful code;
9. Services will be performed using reasonable care and skill and in accordance with the relevant SOW and/or WA;
10. It will not engage in Electronic Self-Help;
11. Deliverables and Services which interact in any capacity with monetary data are euro ready such that when used in accordance with their associated documentation they are capable of correctly processing monetary data in the euro denomination and respecting the euro Euro currency formatting conventions (including the euro sign);
12. it is knowledgeable with, ) provided that products and is and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but systems not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release or transfer of technology and software to non U.S. nationals in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations;
13. it will not export, directly or indirectly, any technology, software or commodities of U.S. origin or having U.S. content provided by Buyer or their direct product to any Supplier are capable of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulationsinteracting with Supplier's Euro ready Deliverables and Services;
14. it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this Agreement; and
15. it will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and other protections for the Personal Data, will report any breaches of protection of Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data in Supplier’s possession. THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 1 contract
Samples: Software and Services Engagement Agreement (First Virtual Communications Inc)
Ongoing Warranties. Supplier makes the following ongoing representations and warranties:
1. it has the right to enter into this Base Agreement and its performance of this Base Agreement will comply, at its own expense, with the terms of any contract, obligation, including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject subject;
2. it is incorporated or organized as a partnership;
3. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s 's rights under this Base Agreement;
4. it has disclosed to Buyer in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Deliverables and that Supplier and the Deliverables are in compliance with all licensing agreements applicable to such third party code;
5. Deliverables and Services do not infringe any privacy, publicity, reputation or intellectual property right of a third party;
5. Deliverables and Services will conform to the warranties, specifications and requirements in this Base Agreement for one (1) year from the date of each Deliverable's or Service's acceptance pursuant to the applicable SOW or WA, except that if there is a conflict between the warranties in this Base Form Title: Software; Services Engagement Agreement Form Release: 05/01 Form Owner: Global Procurement Revisions: 3/04 Agreement and Supplier's standard warranty for Program Products, then Supplier's standard warranty for Program Products shall apply unless otherwise expressly set forth in a SOW or WA;
6. all authors have agreed it will not to assert their moral rights (personal rights associated with authorship of a work under applicable law) engage in the Deliverables, to the extent permitted by lawElectronic Self-Help;
7. Deliverables are safe for use in that they are consistent with and will comply with the warranties, specifications and requirements in this Agreement;
8. Supplier has exercised all commercially reasonable efforts using current technology to ensure Deliverables do not contain harmful code;
9. Services will be performed using reasonable care and skill and in accordance with the relevant SOW and/or WA;
10. It will not engage in Electronic Self-Help;
11. Deliverables and Services which interact in any capacity with monetary data are euro ready such that when used in accordance with their associated documentation they are capable of correctly processing monetary data in the euro denomination and respecting the euro Euro currency formatting conventions (including the euro sign);
12. it is knowledgeable with, ) provided that products and is and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but systems not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release or transfer of technology and software to non U.S. nationals in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations;
13. it will not export, directly or indirectly, any technology, software or commodities of U.S. origin or having U.S. content provided by Buyer or their direct product to any Supplier are capable of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulationsinteracting with Supplier's Euro ready Deliverables and Services;
14. it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this Agreement; and
15. it will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and other protections for the Personal Data, will report any breaches of protection of Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data in Supplier’s possession. THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 1 contract
Ongoing Warranties. Supplier makes the following ongoing representations and warranties:
1. it has the right to enter into this Agreement and its performance of this Agreement will comply, at its own expense, with the terms of any contract, obligation, including any between Supplier and its end-users; or any law, regulation or ordinance to which it is or becomes subject ;
2. it is incorporated or organized as a partnership;
3. no claim, lien, or action exists or is threatened against Supplier that would interfere with Buyer’s rights under this Agreement;
4. it has disclosed to Buyer in writing the existence of any third party code, including without limitation open source code, that is included in or is provided in connection with the Deliverables and that Supplier and the Deliverables are in compliance with all licensing agreements applicable to such third party code;
5. Deliverables and Services do not infringe any privacy, publicity, reputation or intellectual property right of a third party;
6. all authors have agreed not to assert their moral rights (personal rights associated with authorship of a work under applicable law) in the Deliverables, to the extent permitted by law;
7. Deliverables are safe for use consistent with and will comply with the warranties, specifications and requirements in this Agreement;
8. Deliverables do not contain harmful code;
9. Services will be performed using reasonable care and skill and in accordance with the relevant SOW and/or WA;
10. It will not engage in Electronic Self-Help;
11. Deliverables and Services which interact in any capacity with monetary data are euro ready such that when used in accordance with their associated documentation they are capable of correctly processing monetary data in the euro denomination and respecting the euro currency formatting conventions (including the euro sign);
12. it is knowledgeable with, and is and will remain in full compliance with all applicable export and import laws, regulations, orders, and policies (including, but not limited to, securing all necessary clearance requirements, export and import licenses and exemptions from, and making all proper filings with appropriate governmental bodies and/or disclosures relating to the release or transfer of technology and software to non U.S. nationals in the U.S., or outside the U.S., release or transfer of technology and software having U.S. content or derived from U.S.-origin software or technology); it is knowledgeable with applicable supply chain security recommendations issued by applicable governments and industry standards organizations and will make best efforts to comply with such recommendations;
13. it will not export, directly or indirectly, any technology, software or commodities of U.S. origin or having U.S. content provided by Buyer or their direct product to any of the countries or to nationals of those countries, wherever located, listed in U.S. Export Administration Regulations, as modified from time to time, unless authorized by appropriate government license or regulations;
14. it will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (Personal Data), except to the extent necessary to perform under this Agreement; and
15. it will comply with all applicable data privacy laws and regulations, will implement and maintain appropriate technical and other protections for the Personal Data, will report any breaches of protection of Personal Data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of Personal Data in Supplier’s possession. THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Appears in 1 contract
