Partner’s Undertakings Sample Clauses

Partner’s Undertakings. To the extent it is contractually able to do so, Partner shall obtain CEPI’s prior written consent before exploiting, or allowing a Third Party to exploit any of the Project Technology within the Field, provided the exploitation is in conflict with or goes against CEPI’s mission, the CEPI Policies or the provisions of this Clause.
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Partner’s Undertakings. (a) Non-Circumvention. The Partner xxxxxx agrees that: i) neither it nor any of its Affiliates has granted any exclusive licenses under, nor has transferred, its COS Essential Intellectual Property Rights (if any); ii) it shall not grant, and shall refrain its Affiliates from granting, any exclusive licenses under its COS Esse3ntial Intellectual Property Rights (if any); iii) it shall not transfer, and shall refrain its Affiliates from transferring, its COS Essential Intellectual Property Rights (if any); all items (i), (ii) and (iii) for the sole purpose of circumventing such Partner’s obligations under this Agreement. (b) Partner’s License Grant(s). The Partner may in its sole discretion submit to the Foundation (via the Management Board) any improvement or independent developments in relation to COS Rules (hereinafter the “Submission”), being provided that Partner shall be fully responsible to ensure that, as part of any Submissions, no information that is subject to any third party’s confidentiality obligation or any restriction in terms of dissemination, is submitted to the Foundation. The Management Board will decide whether or not it qualifies to be incorporated into the COS Rules, provided that the Foundation can reject any Submission, at its sole discretion, in particular (but not only) if such Submission is (i) likely to result in risks of incompatibility or endanger the safety or the reliability of any Licensed Products, or (ii) is outside the purpose of the Foundation. Except as provided in Section 2.2(c), Partner hereby grants to the Foundation a royalty-free, non-exclusive, perpetual, irrevocable, non-transferable, sub- licensable and worldwide license on any of its (including its Affiliates’) COS Essential Intellectual Property Rights that apply to its Submissions . (c) Carve-out. The license captured under Section 2.2(b) and non-assert captured under Section 2.2(d) shall not apply to any COS Essential Intellectual Property Rights infringement, claim, action or proceedings that are already ongoing when the Partner involved in such infringement, claim, action or proceedings enters this Agreement.
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Partner’s Undertakings. 6.1. The Partner shall inform new Clients on services, activities and advantages of the Company, provide the Clients with the information relating to the Company, including but not limited to, addresses and details of the Company, make the Client aware of the features of the web-site of the Company and its structure, refer to the documents and information available at the web-site of the Company, comment on it and provide explanations.
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Partner’s Undertakings. 6.1. The Partner shall inform new Clients on services, activities and advantages of the Company, provide the Clients with the information relating to the Company, including but not limited to, addresses and details of the Company, make the Client aware of the features of the web-site of the Company and its structure, refer to the documents and information available at the web-site of the Company, comment on it and provide explanations. 6.2. The Partner must ensure that its activities are performed in compliance with the laws of the country of its residence (domicile) or the country where the Partner approaches Clients. 6.3. The Partner shall immediately provide the Company upon request with an access to advertisements and other tools employed by the Partner to approach Clients so that the Company can make sure that the Partner does not use any banned language for attracting new Clients. 6.4. The Partner is not permitted to post advertisements containing the Referral Link to the web-site of the Company via context media services (e.g. Yandex, Begun, GoogleAdwords, banner networks, internet-catalogs, etc.) using TenkoFX or any similar words in any language as a key word. 6.5. The Partner is not permitted to engage himself/herself into monetary settlements with Clients (including but not limited to, accepting money, credit cards, etc.). 6.6. The Partner is not permitted to use trademarks, service marks and other types of intellectual property belonging to the Company exclusively without written permission of the Company given in advance. The Partner is not allowed to register or use company names or service or product names, domain names and other identifiers similar to the registered name of the Company, its site or its products. The Partner shall not use the design of the Company’s web-site nor any of its elements in full or in part, except for Company’s logo. 6.7. The Partner is not permitted to provide investment advice to the Clients with regard to the transactions executed by the Clients under the client agreement or manage Clients’ accounts. 6.8. The Partner shall not approach the Clients employing inappropriate types of solicitation, e.g. provision of incomplete information on the risks of investing in financial instruments, provision to the Clients of information which is false or inaccurate in any material respect. 6.9. Partner’s relatives, aflliates and the Partner himself/herself cannot be registered as Clients of the Partner. In case the Company ...
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Partner’s Undertakings. The Partner undertakes and agrees with Secure Swiss Data that at all times during the Term it will: (a) use its best endeavors to promote the distribution and sale of the Products in the Territory; (b) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Partner's obligations under this agreement; (c) in each year make a minimum fifty sales of any type of chargeable and commissionable product the Supplier produces; (d) not resell the Products at a price exceeding the maximum resale price from time to time specified by Secure Swiss Data; (e) submit written reports at regular intervals to the Supplier, showing details of sales, potential sales pipeline, outstanding customer orders and/orders placed by the Partner with Secure Swiss Data that are still outstanding, and any other information relating to the (f) inform Secure Swiss Data immediately of any changes in ownership or Control of the Partner’s business, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Partner's duties in this agreement; (g) use its best endeavours to develop, advertise, promote and sell the Products in the Territory and to expand the sale of the Products to all potential purchasers by all reasonable and proper means and not to do anything which may hinder or interfere with such sales; (h) indemnify Secure Swiss Data on demand against each loss, liability and cost which Secure Swiss Data may incur arising out of the breach of the Partner's obligations under this agreement.
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Related to Partner’s Undertakings

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.

  • Borrowers’ Undertaking to Agent Without prejudice to their respective obligations to Lenders under the other provisions of this Agreement, each Borrower hereby undertakes with Agent to pay to Agent from time to time on demand all amounts from time to time due and payable by it for the account of Agent or Lenders or any of them pursuant to this Agreement to the extent not already paid. Any payment made pursuant to any such demand shall pro tanto satisfy the relevant Borrower’s obligations to make payments for the account of Lenders or the relevant one or more of them pursuant to this Agreement.

  • GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy.

  • Construction and Severability If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired, and the parties undertake to implement all efforts which are necessary, desirable and sufficient to amend, supplement or substitute all and any such invalid, illegal or unenforceable provisions with enforceable and valid provisions which would produce as nearly as may be possible the result previously intended by the parties without renegotiation of any material terms and conditions stipulated herein.

  • Integration and Severability This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral) between the Parties. The provisions of this Agreement are severable, and in the event any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

  • Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

  • Waiver and Severability No waiver by the Company of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

  • Enforceability and Severability The invalidity or enforceability of any term or provisions of this Agreement shall not, unless otherwise specified, affect the validity or enforceability of any other term or provision, which shall remain in full force and effect.

  • Reformation and Severability In case any provision of this Agreement shall be invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to be valid, legal and enforceable but so as to most nearly retain the intent of the parties, and if such modification is not possible, such provision shall be severed from this Agreement, and in either case the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

  • Modification and Severability The Contract may only be modified by written agreement between the Department and the Contractor. Should a court determine any provision of the Contract is invalid, the remaining provisions will not be affected, and the rights and obligations of the Parties will be construed and enforced as if the Contract did not contain the provision held invalid.

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