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

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 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, 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 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 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, 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 Third Party Software, except to detailed specifications provided by the other Party extent that such infringement or misappropriation arises from the failure of the performing Party is required to comply with (provided obtain the performing Party notifies necessary licenses or Required Consents or to abide by the other Party limitations of the possibility of infringement applicable Third Party Software licenses. Each Party further represents and warrants that it will not use or misappropriation if and to create Materials in connection with the extent it knows Services which are libelous, defamatory or reasonably should know of such possibility); orobscene. 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 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 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 ’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 (vii) Third Party Software, except to the extent that such infringement or misappropriation arises from the failure of such possibility); orthe 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 represents, warrants and covenants that it will not use or create materials in connection with the Services which are libelous, defamatory, obscene or otherwise infringe another individual’s privacy rights.

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 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 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 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 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, 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. (b) Third Party Materials Indemnification. In addition, with respect to Third Party Materials provided by Successful Respondent pursuant to this Agreement, Successful Respondent covenants that it shall obtain and provide intellectual property indemnification for DIR and the DIR Customers (or obtain intellectual property indemnification for itself and enforce such indemnification on behalf of DIR and the DIR Customers) from the suppliers of such Materials. Unless otherwise approved in advance by DIR, such indemnification shall be (i) comparable to the intellectual property indemnification provided by Successful Respondent to DIR and the DIR Customers under this Agreement or (ii) the best indemnification reasonably available in the industry for the same or substantially similar types of products for the intended use of such Materials.