Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants, and covenants that it shall perform its obligations and responsibilities under this Agreement in a manner that does not infringe or misappropriate, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, or other intellectual property, proprietary, or privacy rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by:
(i) modifications made by the other Party or its contractors or subcontractors without the approval of the performing Party;
(ii) the other Party's combination of the performing Party's work product or Materials with items not furnished, specified, recommended, or approved by the performing Party or contemplated by this Agreement;
(iii) a breach of this Agreement by the other Party;
(iv) the failure of the other Party to use corrections or modifications provided by the performing Party offering equivalent features and functionality;
(v) adherence to detailed specifications provided by the other Party that the performing Party is required to comply with (provided the performing Party notifies the other Party of the possibility of infringement or misappropriation if and to the extent it knows or reasonably should know of such possibility); or
(vi) Third Party Materials, except to the extent that such infringement or misappropriation arises from the failure of the performing Party to obtain the necessary licenses or Required Consents or to abide by the limitations of the applicable Third Party Materials licenses. Each Party further represents, warrants and covenants that it shall not use or create Materials in connection with the Services which are libelous, defamatory, or obscene.
Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents and warrants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary or privacy rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by (i) modifications made by the other Party or its contractors or subcontractors, without the knowledge or approval of the performing Party, (ii) the other Party’s combination of the performing Party’s work product or Materials with items not furnished, specified or reasonably anticipated by the performing Party or contemplated by this Agreement, (iii) a breach of this Agreement by the other Party, or (iv) the failure of the other Party to use corrections or modifications provided by the performing Party offering equivalent features and functionality. Each Party further represents and warrants that it will not use or create materials in connection with the Services which are or are alleged to be libelous, defamatory or obscene.
Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents and warrants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by (i) modifications made by the other Party or its contractors or subcontractors, without the approval of the performing Party, (ii) the other Party’s combination of the performing Party’s work product or Materials with items not furnished or specified by the performing Party or contemplated by this Agreement, (iii) a breach of this Agreement by the other Party, (iv) the failure of the other Party to use corrections or modifications provided by the performing Party offering equivalent features and functionality, (v) adherence to detailed specifications provided by the other Party that the performing Party is required to comply with (provided the performing Party notifies the other Party of the possibility of infringement or misappropriation if and to the extent it knows or reasonably should know of such possibility), or (vi) Third Party Software, except to the extent that such infringement or misappropriation arises from the failure of the performing Party to obtain the necessary licenses or Required Consents or to abide by the limitations of the applicable Third Party Software licenses.
Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party covenants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by (i) modifications made by the other Party or its contractors or subcontractors, without the knowledge or approval of the performing Party, (ii) the other Party’s combination of the performing Party’s work product or Materials with items not furnished, specified or reasonably anticipated by the performing Party or contemplated by this Agreement, (iii) a breach of this Agreement by the other Party, (iv) the failure of the other Party to use corrections or modifications provided by the performing Party offering equivalent features and functionality, or (v) Third Party Software, except to the extent that such infringement or misappropriation arises from the failure of the performing Party to obtain the necessary licenses or Required Consents or to abide by the limitations of the applicable Third Party Software licenses. Each Party further covenants that it will not use or create materials in connection with the Services which are libelous, defamatory or obscene. The foregoing non-infringement covenant will not cover any claims of infringement arising out of, under or in connection with the provision of any call center services for Kraft’s customers or automated attendant services for such customer call centers involving computer telephony integration. As of the Effective Date, the Services do not include the provision of any such customer call center or automated attendant services.
Performance of Responsibilities. The JDC shall perform its responsibilities under this Agreement based on the principles of prompt and diligent development of the Device in the Territory, consistent with good medical device and drug practices and the ultimate maximization of long-term profits derived from the sale of the Device for use in combination with the Drug Products in the Territory. The JDC shall have only the power and the authority expressly assigned in this Section 3 (Development) and elsewhere in this Agreement, and the JDC shall not have any power or authority to amend, modify, or waive compliance with this Agreement.
Performance of Responsibilities. This category includes issues such as providing students with a written syllabus that includes grading standards and course expectations, evaluating students according to the stated criteria. It also includes the instructor’s ability to meet class for the full-designated time, submit required grades and rosters on time, and maintain office hours. ❑ Meets/Exceeds Expectations ❑ Need to Improve ❑ Unsatisfactory ❑ No Basis for Judgment
Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants and covenants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of any third party; provided, however, that the performing Party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
Performance of Responsibilities. Provider represents, warrants and covenants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights of Client or any third party (except to the extent caused by an In-Scope Agreement as transferred by Client to Provider); and no Material or other item used by Provider to deliver the Services or provided by or on behalf of Provider (except to the extent caused by an In-Scope Agreement as transferred by Client to Provider), nor their use by Client or the other Eligible Recipients, will infringe or constitute an infringement or misappropriation of any patent, trade secret, copyright or other proprietary rights of Client or any third party; provided, however, that Provider shall not have any obligation or liability to the extent any infringement or misappropriation is caused by: (i) modifications made by Client or its Third Party Contractors, without the knowledge or approval of Provider, (ii) Client’s or its Third Party Contractors’ combination of Provider’s Materials (including Developed Materials) with items not furnished, specified or reasonably anticipated by Provider or contemplated by the Agreement, (iii) a breach of this Agreement by Client, or (iv) the failure of Client or its Third Party Contractor to use corrections or modifications provided by Provider offering equivalent features and functionality and which would have avoided such infringement or misappropriation.
Performance of Responsibilities. Successful Respondent represents, warrants, and covenants that it shall perform its obligations and responsibilities under this Agreement in a manner that does not infringe or misappropriate, or constitute an infringement or misappropriation of, any IP Rights of any Third Party; provided, however, that Successful Respondent shall not have any obligation or liability to the extent any infringement or misappropriation is caused by:
(i) modifications made by DIR or a DIR Customer without the approval of Successful Respondent;
(ii) DIR or a DIR Customer’s combination of the Developed Materials with items not furnished, specified, recommended, or approved by Successful Respondent or contemplated by this Agreement;
(iii) a breach of this Agreement by DIR;
(iv) the failure of DIR or a DIR Customer to use corrections or modifications provided by Successful Respondent offering equivalent features and functionality;
(v) adherence to detailed specifications provided by DIR or a DIR Customer that Successful Respondent is required to comply with (provided Successful Respondent notifies DIR or the applicable DIR Customer of the possibility of infringement or misappropriation if and to the extent DIR or such DIR Customer knows or reasonably should know of such possibility); or
(vi) Third Party Materials, except to the extent that such infringement or misappropriation arises from the failure of Successful Respondent to obtain the necessary licenses or Required Consents or to abide by the limitations of the applicable Third Party Materials licenses.
Performance of Responsibilities. Provider represents and warrants that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary or privacy rights of any third party; provided, however, that Provider shall not have any obligation or liability to the extent any infringement or misappropriation is caused by (i) modifications made by Williams or its contractors or subcontractors, without the knowledge or approval of Provider, (ii) Williams's combination of Provider's work product or Materials with items not furnished, specified or reasonably anticipated by Provider or contemplated by this Agreement, (iii) a breach of this Agreement by Williams, (iv) the failure of Williams to use corrections or modifications provided by Provider offering equivalent features and functionality, or (v) Third Party Software, except to the extent that such infringement or misappropriation arises from the failure of Provider to obtain the licenses or Required Consents required of it under this Agreement or to abide by the limitations of the applicable Third Party Software licenses. Provider further represents and warrants that it will not use or create materials in connection with the Services or otherwise in performance of its obligations under this Agreement which are libelous, defamatory or obscene. Provider's representation and warranty set forth in this SECTION 15.5(a) shall be subject to the limitations set forth in SECTION 15.5(a) of SCHEDULE S.
