Common use of Performance of Responsibilities Clause in Contracts

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, warrants, 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, secret or other intellectual property, proprietary, 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 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 , 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, defamatory or obscene.

Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants, 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, secret or other intellectual property, proprietary, 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: by (i) modifications made by the other Party or its contractors or subcontractors 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 , 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, defamatory or obscene.

Performance of Responsibilities. Except as otherwise provided in this Agreement, each Each Party represents, warrants, represents and covenants warrants that it shall perform its obligations and responsibilities under this Agreement (including, without limitation, HP-OMS' responsibilities with respect to HP-OMS Software and HP-OMS Hardware) in a manner that does not infringe or misappropriateinfringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, Intellectual Property Right or other intellectual property, proprietary, 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: by (i) modifications made by the other Party or its contractors or subcontractors 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, recommended, specified or approved 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) 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 MaterialsSoftware, 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 Software licenses. Each Party further represents, represents and warrants and covenants that it shall will not use or create Materials in connection with the Services which are libelous, defamatory, defamatory or obscene.. PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FROM THE SEC

Performance of Responsibilities. Except as otherwise provided in this AgreementContract, each Party party represents, warrants, and covenants that it shall perform its obligations and responsibilities under this Agreement Contract in a manner that does not infringe or misappropriate, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, secret or other intellectual property, proprietary, proprietary or privacy rights of any third party; provided, however, that the performing Party party shall not have any obligation or liability to the extent any infringement or misappropriation is caused by: by (i) modifications made by the other Party party or its contractors PROVIDERS or subcontractors subcontractors, without the approval of the performing Party; party, (ii) the other Party's party’s combination of the performing Party's party’s work product or Materials materials with items not furnished, specified, recommended, or approved by the performing Party party or contemplated by this Agreement; Contract, (iii) a breach of this Agreement Contract by the other Party; party, (iv) the failure of the other Party party to use corrections or modifications provided by the performing Party party offering equivalent features and functionality; , (v) adherence to detailed specifications provided by the other Party party that the performing Party party is required to comply with (provided the performing Party party notifies the other Party party of the possibility of infringement or misappropriation if and to the extent it knows or reasonably should know of such possibility); or , or (vi) Third Party Materialsthird-party materials, except to the extent that such infringement or misappropriation arises from the failure of the performing Party party to obtain the necessary licenses or Required Consents required consents or to abide by the limitations of the applicable Third Party Materials third-party materials licenses. Each Party party further represents, warrants warrants, and covenants that it shall not use or create Materials materials in connection with the Electronic Information, Products, and Services which are libelous, defamatory, or obscene. Third-party Materials Indemnification. In addition, with respect to third-party materials provided by PROVIDER pursuant to this Contract, PROVIDER covenants that it shall either indemnify, defend, and hold SIPA and EGE Customers harmless from and against any losses arising out of or relating to such third-party materials, or it shall obtain and provide intellectual property indemnification for SIPA and EGE Customers (or obtain intellectual property indemnification for itself and enforce such indemnification on behalf of SIPA and EGE Customers) from the suppliers of such materials. Unless otherwise approved in advance by SIPA, such indemnification shall be: comparable to the intellectual property indemnification provided by PROVIDER to SIPA and EGE Customers under this Contract; or the best indemnification reasonably available in the industry for the same or substantially similar types of products for the intended use of such Materials PROVIDER shall have liability for all such claims or suits, except as expressly provided herein, and shall indemnify SIPA and EGE CUSTOMER for all liability incurred by SIPA and EGE CUSTOMER as a result of such infringement. PROVIDER shall pay all reasonable out-of-pocket costs and expenses, and damages finally awarded by a court of competent jurisdiction or agreed to by PROVIDER regarding such claims or suits. PROVIDER shall have no obligation to defend against or to pay any costs, damages, or attorney’s fees with respect to any claim based upon: (i) the use of any altered release if PROVIDER had not consented to the alteration, or (ii) the combination, operation, or use of PROVIDER Deliverables with programs or data which were not furnished by PROVIDER, if such infringement would have been avoided if the programs or data furnished by persons or entities other than PROVIDER had not been combined, operated, or used with PROVIDER Deliverables, or (iii) the use of PROVIDER Deliverables on or in connection with equipment or software not permitted under the Statement of Work if such infringement would have been avoided by not using PROVIDER Deliverables on or in connection with such other equipment or software, or (iv) SIPA or any EGE CUSTOMER protected data usage or storage without permission or license. SIPA shall not be responsible for any conduct described in this Section 4 of this Article VI engaged in by an EGE CUSTOMER without SIPA’s knowledge.

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, 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: by (i) modifications made by the other Party or its contractors or subcontractors 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, warrants, 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, secret or other intellectual property, proprietary, 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 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 in writing 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, warrants, 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, secret or other intellectual property, proprietary, 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: by (i) modifications made by the other Party or its contractors or subcontractors subcontractors, without the approval of the performing Party; , (ii) the other Party's combination of the performing Party's work product or Materials 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 , 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 materials in connection with the Services which are libelous, defamatory, defamatory or obscene.

Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants, warrants and covenants that it shall perform (A) subject to Section 15.5(b), as applicable, the Equipment, Materials and other intellectual property provided by or on behalf of such Party, and (B) such Party’s performance of its obligations and responsibilities under this Agreement in a manner that does Agreement, shall not infringe or misappropriateinfringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, secret or other intellectual property, proprietary, 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: by (i) modifications made by the other Party or its contractors or subcontractors without (except to the approval extent undertaken by or on behalf of Triad at the performing Party; direction of Supplier) (ii) the other Party's ’s combination of the performing Party's ’s work product or Materials with items not furnished, specified, recommended, specified or approved 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; , (v) adherence the other Party’s use of Equipment or Materials in a manner not reasonably anticipated by the performing Party or contemplated by this Agreement, (vi) the performing Party’s compliance with specifications or directions (including with respect to detailed specifications Materials or processes) provided by the other Party that to the performing Party is extent such specifications or directions are required to comply with (provided the performing Party notifies the other Party of the possibility of infringement or misappropriation if be followed, unless and to the extent the performing Party had knowledge of the infringement or misappropriation associated with compliance with such specifications or directions and failed to disclose it knows to the other Party, or reasonably should know of such possibility); or (vivii) third party Equipment or Third Party Materials, except to the extent that such infringement or misappropriation arises from the failure of the performing Party to obtain the necessary rights or licenses or Required Consents for which such Party is responsible under this Agreement or to abide by the limitations of the applicable third party Equipment or Third Party Materials licenseslicenses of which such Party received reasonable prior notification. Each Party further represents, warrants and covenants that it shall will not use or create Materials materials in connection with the Services which are libelous, defamatory, defamatory or obscene. For purposes of this Section 15.5(a), references to a “Party” as applied to Supplier shall include Subcontractors as appropriate and as applied to Triad shall include the Eligible Recipients as appropriate.

Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants, warrants and covenants that it shall perform its obligations and responsibilities under this Agreement and each applicable Subscription Agreement or Statement of Work in a manner that does not and that the Materials provided by or on behalf of such Party under or in connection with this Agreement and each applicable Subscription Agreement, Service Description or Statement of Work will not infringe or misappropriate, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, secret or other intellectual property, proprietary, 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: by (i) modifications made by the other Party or its contractors or subcontractors subcontractors, without the approval of the performing Party; , (ii) the other Party's ’s combination of the performing Party's ’s work product or Materials with items not furnished, specified, recommended, furnished or approved 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 or requirements 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) use of information or Materials provided by the other Party that the performing Party is required to use in performing the Services (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 (vii) Third Party MaterialsSoftware and other third party products , 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 for which it is responsible under this Agreement or the applicable Service Description, Statement of Work or Subscription Agreement or to abide by the limitations of the applicable Third Party Materials Software licenses. Each Party further represents, warrants and covenants that it shall will not use or create Materials materials in connection with the Services which are libelous, defamatory, defamatory or obscene.

Performance of Responsibilities. Except as otherwise provided in this Agreement, each Party represents, warrants, warrants and covenants that it shall perform its obligations and responsibilities under this Agreement in a manner that does not infringe or misappropriateinfringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret, secret or other intellectual property, proprietary, or privacy 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: by (i) modifications made by the other Party or its contractors or subcontractors subcontractors, without the knowledge or approval of the performing Party; , (ii) the other Party's ’s combination of the performing Party's ’s work product or Materials with items not furnished, specified, recommended, specified or approved 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; , (v) adherence to detailed specifications the other Party’s use of the allegedly infringing or misappropriated Materials in a manner not contemplated by this Agreement and for which such Materials are not designed, (vi) the performing Party’s compliance with 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 unless and to the extent the performing Party had knowledge of the infringement or misappropriation associated with compliance with such specifications and failed to disclose it knows to the other Party), or reasonably should know of such possibility); or (vivii) Third Party MaterialsSoftware, 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 Software licenses. Each Party further represents, warrants and covenants that it shall will not use or create Materials materials in connection with the Services which are libelous, defamatory, obscene or obsceneotherwise infringe another individual’s privacy rights.