Common use of Service Provider’s Obligations Clause in Contracts

Service Provider’s Obligations. Section 3.01 The Service Provider shall: (a) subject to the prior written approval of Customer, not to be unreasonably withheld or delayed, appoint: (i) a Service Provider employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Service Provider in connection with matters pertaining to this Agreement (the “Service Provider Contract Manager”); and (ii) Service Provider Personnel, who shall be suitably skilled, experienced and qualified to perform the Services; (b) maintain the same Service Provider Contract Manager throughout the Term of this Agreement except for changes in such personnel due to: (i) Customer’s request pursuant to Section 3.01(c); or (ii) the resignation or termination of such personnel or other circumstances outside of Service Provider’s reasonable control; (c) upon the reasonable written request of Customer, promptly replace the Service Provider Contract Manager and any other Service Provider Personnel; (d) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services; (e) prior to any Service Provider Personnel performing any Services hereunder: (i) ensure that such Service Provider Personnel have the legal right to work in the United States; and (ii) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references and criminal record, in accordance with state, federal and local law; (f) comply with in all material respects, and ensure that all Service Provider Personnel comply with in all material respects, all rules, regulations and policies of Customer that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Customer to certain areas of its systems for security reasons, and general health and safety practices and procedures; (g) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services in such form as Customer shall approve. During the Term, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Service Provider with at least ten (10) business days advance written notice; (h) obtain Customer’s written approval, which consent shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of Service Provider, other than Service Provider’s employees to provide any Services and Deliverables to Customer (each such approved subcontractor or other third party, a “Permitted Subcontractor”). Customer’s approval shall not relieve Service Provider of its obligations under the Agreement, and Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Customer and any Service Provider subcontractor or supplier; and (i) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement. Section 3.02 Service Provider is responsible for all Service Provider Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

Service Provider’s Obligations. Section 3.01 3.1 The Service Provider shall: (a) subject to the prior written approval of Customer, not to be unreasonably withheld or delayed, appoint: (i) a Service Provider employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Service Provider in connection with matters pertaining to this Agreement (the “Service Provider Contract Manager”); and (ii) Service Provider Personnel, who shall be suitably skilled, experienced and qualified to perform the Services; (b) maintain the same Service Provider Contract Manager throughout the Term of this Agreement except for changes in such personnel due to: (i) Customer’s request pursuant to Section 3.01(c); or (ii) the resignation or termination of such personnel or other circumstances outside of Service Provider’s reasonable control; (c) upon the reasonable written request of Customer, promptly replace the Service Provider Contract Manager and any other Service Provider Personnel; (d) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services; (e) prior to any Service Provider Personnel performing any Services hereunder: (i) ensure that such Service Provider Personnel have the legal right to work in the United States; and (ii) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references and criminal record, in accordance with state, federal and local law; (fb) comply with in all material respectswith, and ensure that all Service Provider Personnel comply with in all material respectswith, all rules, regulations and policies of Customer that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Customer to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures; (g) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services in such form as Customer shall approve. During the Term, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Service Provider with at least ten (10) business days advance written notice; (hc) obtain Customer’s 's written approval, which consent shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of Service Provider, other than Service Provider’s 's employees to provide any Services and Deliverables to Customer (each such approved subcontractor or other third party, a “"Permitted Subcontractor”"). Customer’s 's approval shall not relieve Service Provider of its obligations under the Agreement, and Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s 's own employees. Nothing contained in this Agreement shall create any contractual relationship between Customer and any Service Provider subcontractor or supplier; and (id) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement, and, upon Customer's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Customer. Section 3.02 3.2 Service Provider is responsible for all Service Provider Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ ' compensation insurance payments and disability benefits. 3.3 Service Provider shall use reasonable efforts to meet any performance dates specified in a Statement of Work, and any such dates shall be estimates only.

Service Provider’s Obligations. Section 3.01 3.1 The Service Provider shall: (a) subject to the prior written approval of CustomerXxxxxx, not to be unreasonably withheld or delayed, appoint: (i) appoint a Service Provider employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Service Provider in connection with matters pertaining to this Agreement (the “Service Provider Contract Manager”); and (ii) Service Provider Personnel, who shall be suitably skilled, experienced and qualified to perform the Services; (b) maintain the same Service Provider Contract Manager throughout the Term of this Agreement except for changes in such personnel due to: (i) Customerto Elanco’s request pursuant to Section 3.01(c3.1(c); or (ii) the resignation or termination of such personnel or other circumstances outside of Service Provider’s reasonable control; (c) upon the reasonable written request of CustomerXxxxxx, promptly replace the Service Provider Contract Manager and any other Service Provider PersonnelManager; (d) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services; (e) prior to any Service Provider Personnel performing any Services hereunder: (i) ensure that such Service Provider Personnel have the legal right to work in the United States; and (ii) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references and criminal record, in accordance with state, federal and local law; (f) comply with in all material respectswith, and ensure that all Service Provider Personnel comply with in all material respectswith, all rules, regulations regulations, and policies of Customer Elanco that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Customer Elanco to certain areas of its premises or systems for security reasons, and general health and safety practices and procedures; (gf) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services in such form as Customer Elanco shall approve. During the TermTerm and for one (1) year thereafter, upon CustomerXxxxxx’s written request, Service Provider shall allow Customer Xxxxxx or CustomerXxxxxx’s representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Service Provider with at least ten (10) business days advance written noticerecords; (hg) obtain CustomerXxxxxx’s written approval, which consent shall not may be unreasonably given or withheld or delayedin Xxxxxx’s sole discretion, prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of Service Provider, other than Service Provider’s employees employees, to provide any Services and Deliverables to Customer Elanco (each such approved subcontractor or other third party, a “Permitted Subcontractor”). CustomerElanco’s approval shall not relieve Service Provider of its obligations under the Agreement, and Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Customer Elanco and any Service Provider subcontractor or supplier; and (ih) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement, and, upon Xxxxxx’s written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to Elanco. Section 3.02 3.2 Service Provider is responsible for all Service Provider Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments payments, and disability benefits. 3.3 Service Provider acknowledges that time is of the essence with respect to Service Provider’s obligations hereunder and that prompt and timely performance of all such obligations is strictly required.

Service Provider’s Obligations. Section 3.01 The 7.1 In addition and without prejudice to its obligations under clause 15 (Personnel), the Service Provider warrants, represents and undertakes to the Customer that it shall: 7.1.1 keep the Designated Areas and Other Sites clean, tidy and in good order and not use the Designated Areas or Other Sites or permit them to be used in such a way as to cause: (i) any nuisance, obstruction, damage or disturbance to the Customer or its staff, contractors or visitors; or (ii) waste or damage to such Sites (except for normal wear and tear); 7.1.2 observe all Relevant Laws and Customer Standards and Policies applicable to the use or occupancy of any Designated Area or Other Site together with any other reasonable requests and other policies, conditions, timescales and security provisions (which for the avoidance of doubt includes all requests relating to security and/or health and safety) for use of the Designated Areas and Other Sites which the Customer makes available to the Service Provider from time to time and the Service Provider shall procure that the Service Provider Personnel and the Service Provider’s agents and sub-contractors observe and comply with the same; 7.1.3 only access Designated Areas or Other Sites during the times such areas and sites are normally open for the Customer’s employees, unless otherwise agreed between the Parties; 7.1.4 keep a record of all Service Provider Personnel and the Service Provider’s agents and sub-contractors who, at any time, are present at the Designated Areas and Other Sites, including a record of the date of the access to such areas and sites. If requested by the Customer, the Service Provider shall provide a copy of such records to the Customer as soon as reasonably possible, but in any event within three (3) Business Days following receipt of the request from the Customer; 7.1.5 without prejudice to clause 15 (Personnel), if the Customer reasonably objects for operational reasons to the presence of any Service Provider Personnel or of the Service Provider’s agents and sub-contractors on any of the Designated Areas or Other Sites and the Customer notifies the Service Provider giving its reasons, promptly on receipt of such notification ensure that those Service Provider Personnel or agents and sub-contractors leave the Designated Areas or Other Sites, as applicable; and 7.1.6 not cause any damage to the Designated Areas or Other Sites. If the Service Provider does not comply with this obligation, it shall at the request of the Customer remove any alterations or additions to the Customer Sites and make good any damage caused to the reasonable satisfaction of the Customer except where damage, alterations or additions are necessary for the provision of the Services and the Customer’s prior written consent has been obtained. 7.2 Upon the Site Licence coming to an end in accordance with paragraph 2.2: 7.2.1 the Service Provider shall: (a) subject cease to operate on the prior written approval of Customer’s Sites and shall remove its employees, not to be unreasonably withheld or delayed, appoint: (i) a Service Provider employee to serve as a primary contact with respect to this Agreement agents and who will have sub-contractors from the authority to act on behalf of Service Provider in connection with matters pertaining to this Agreement (the “Service Provider Contract Manager”)Customer’s Sites; and (ii) Service Provider Personnel, who shall be suitably skilled, experienced and qualified to perform the Services; (b) maintain immediately return to the same Service Provider Contract Manager throughout the Term of this Agreement except for changes Customer all ID security cards issued in such personnel due to:accordance with paragraph 5.2.1. (i) Customer’s request pursuant to Section 3.01(c); or (ii) the resignation or termination of such personnel or other circumstances outside of Service Provider’s reasonable control; (c) upon the reasonable written request of Customer, promptly replace 7.2.2 if the Service Provider Contract Manager leaves any goods or materials on the Customer’s Sites, the Customer may remove them from the Customer’s Sites, store and any other then dispose of them if they are not claimed by the Service Provider Personnel; within two (d2) before weeks after the date on which the Services Site Licence comes to an end. The costs of removal, storage and disposal of any unusual or hazardous items or materials are to start, obtain, and at all times during be paid by the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable Service Provider to the provision of Customer on demand with credit being given for any sums received on their disposal. 7.3 The Service Provider shall be responsible for damage to the Services; (e) prior to Sites caused by any Service Provider Personnel performing any Services hereunder: (i) ensure that such or agent or sub-contractor of the Service Provider Personnel have the legal right to work in the United States; and or for any other breach of this Schedule (ii22) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references and criminal record, in accordance with state, federal and local law; (f) comply with in all material respects, and ensure that all Service Provider Personnel comply with in all material respects, all rules, regulations and policies of Customer that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Customer to certain areas of its systems for security reasons, and general health and safety practices and procedures; (g) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services in such form as Customer shall approve. During the Term, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Service Provider with at least ten (10) business days advance written notice; (h) obtain Customer’s written approval, which consent shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of Service Provider, other than Service Provider’s employees to provide any Services and Deliverables to Customer (each such approved subcontractor or other third party, a “Permitted Subcontractor”). Customer’s approval shall not relieve Service Provider of its obligations under the Agreement, and Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Customer and any Service Provider subcontractor or supplier; and clause 30 (iIndemnities) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement. Section 3.02 Service Provider is responsible for all Service Provider Personnel and for the payment virtue of their compensation, including, if applicable, withholding contract of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefitsemployment or contract for service.

Service Provider’s Obligations. Section 3.01 3.1 The Service Provider shall: (a) Deliver all work in the Statement of Work including the following: (i) Work to put in place the cloud infrastructure required for Wrap to further create and customize training Scenarios, sessions and other development tools (ii) Support Wrap’s new cloud environment configuration to enable the product, infrastructure, and code before and after the end of the project, subject to the prior written approval Maintenance Cap and related fees in Section 6. (iii) Provide relevant and reasonable documentation, consultation and training by the Project Deadline to enable Wrap engineering team to takeover code base and maintain/build on the platform going forward (iv) Provide Maintenance for one year as noted below (v) Provide access to hire one or more software developers or designers to support the Authorized Service Recipient once the Project is completed. (vi) Provide all software code and services in this agreement for the fixed price agreed to (and which price shall include associated work efforts and deliverables). (b) Provide the perpetual, non-exclusive license to its software including but not limited to a customized instance of Customerits InvolveXR platform, not as more specifically set forth in Section 9.3, and provide capabilities and architecture to be unreasonably withheld or delayed, enable instructor-led police training scenarios for Wrap as described in the Statement of Work. (c) appoint: (i) a Service Provider employee to serve as a primary contact with respect to this Agreement and who will have the authority to act on behalf of Service Provider in connection with matters pertaining to this Agreement (the “Service Provider Contract Manager”); and (ii) Service Provider Key Personnel, who shall be suitably skilled, experienced experienced, and qualified to perform the Services; (bd) maintain the same Service Provider Contract Manager and other Key Personnel throughout the Term of this Agreement except for changes in such personnel due to: (i) Customer’s 's request pursuant to Section 3.01(c3.1(e); or (ii) the resignation or termination of such personnel or other circumstances outside of Service Provider’s 's reasonable control; (ce) upon the reasonable written request of Customer, promptly replace the Service Provider Contract Manager and any other Service Provider Personnel; (df) before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services; (eg) prior to any Service Provider Personnel performing any Services hereunder: (i) ensure that such Service Provider Personnel have the legal right to work in the United States; and (ii) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references and criminal record, in accordance with state, federal and local law;[***] (fh) comply with in all material respectswith, and ensure that all Service Provider Personnel comply with in all material respectswith, all rules, regulations regulations, and policies of Customer that are communicated to Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures, including the restriction of access by Customer to certain areas of its systems for security reasons, and general health and safety practices and proceduresaccess; (g) maintain complete and accurate records relating to the provision of the Services under this Agreement, including records of the time spent and materials used by Service Provider in providing the Services in such form as Customer shall approve. During the Term, upon Customer’s written request, Service Provider shall allow Customer or Customer’s representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services; provided that any such inspection shall take place during regular business hours no more than once per year and Customer provides Service Provider with at least ten (10) business days advance written notice; (h) obtain Customer’s written approval, which consent shall not be unreasonably withheld or delayed, prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of Service Provider, other than Service Provider’s employees to provide any Services and Deliverables to Customer (each such approved subcontractor or other third party, a “Permitted Subcontractor”). Customer’s approval shall not relieve Service Provider of its obligations under the Agreement, and Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. Nothing contained in this Agreement shall create any contractual relationship between Customer and any Service Provider subcontractor or supplier; and (i) require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement. Section 3.02 Service Provider is responsible for all Service Provider Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.

Service Provider’s Obligations. Section 3.01 The Service Provider shall: (a) subject Subject to the prior written approval of the Customer, not to be unreasonably withheld or delayed, appoint: (i) a Service Provider employee to serve as a the primary contact with respect to this Agreement and who will have the authority to act on behalf of the Service Provider in connection with matters pertaining to this Agreement (the “"Service Provider Contract Manager”"); and (ii) [[Key Personnel/Service Provider Personnel], who shall be suitably skilled, experienced experienced, and qualified to perform the Services;] (b) maintain Maintain the same Service Provider Contract Manager [and other Key Personnel] throughout the Term of this Agreement except for changes in such personnel due to: (i) The Customer’s 's request pursuant to Section 3.01(c3.1(c); or (ii) the resignation or termination of such personnel or other circumstances outside of the Service Provider’s 's reasonable control; (c) upon Upon the reasonable [reasonable] written request of the Customer, promptly replace the Service Provider Contract Manager and any other Service Provider Personnel; (d) before Before the date on which the Services are to start, obtain, and at all times during the Term of this Agreement maintain, all necessary licenses and consents and comply with all relevant Laws applicable to the provision of the Services; (e) prior Prior to any Service Provider Personnel performing any Services hereunder: : (i) ensure that such Service Provider Personnel have the legal right to work in the United States; and and (ii) at its sole cost and expense, conduct background checks on such Service Provider Personnel, which background checks shall comprise, at a minimum, a review of credit history, references references, and criminal record, in accordance with state, federal federal, and local law; (f) comply with in all material respectsComply with, and ensure that all Service Provider Personnel comply with in all material respectswith, all rules, regulations regulations, and policies of the Customer that are communicated to the Service Provider in writing, including security procedures concerning systems and data and remote access thereto, building security procedures[, including the restriction of access by the Customer to certain areas of its premises or systems for security reasons, ,] and general health and safety practices and procedures; (g) maintain Maintain complete and accurate records [relating to the provision of the Services under this Agreement, including records records] of the time spent and materials used by the Service Provider in providing the Services in such form as the Customer shall approve. During the TermTerm [and for a period of [two] years thereafter], upon the Customer’s 's written request, the Service Provider shall allow the Customer or the Customer’s 's representative to inspect and make copies of such records and interview Service Provider Personnel in connection with the provision of the Services[; provided that any such inspection shall take place during regular business hours no more than once per year and the Customer provides the Service Provider with at least ten (10) [[ten/[OTHER NUMBER]] business days days/reasonable] advance written notice]; (h) obtain Obtain the Customer’s 's written approval[, which consent shall not be unreasonably withheld or delayed, delayed/ which may be given or withheld in the Customer's sole discretion,] prior to entering into agreements with or otherwise engaging any Person, including all subcontractors and Affiliates of the Service Provider, other than the Service Provider’s employees 's employees, to provide any Services and Deliverables to the Customer (each such approved subcontractor or other third partyparties, a “"Permitted Subcontractor”"). The Customer’s 's approval shall not relieve the Service Provider of its obligations under the Agreement, and the Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were the Service Provider’s 's own employees. Nothing contained in this Agreement shall create any contractual relationship between the Customer and any Service Provider subcontractor or supplier; and (i) require Require each Permitted Subcontractor to be bound in writing by the confidentiality and intellectual property assignment or license provisions of this Agreement[, and, upon the Customer's written request, to enter into a non-disclosure or intellectual property assignment or license agreement in a form that is reasonably satisfactory to the Customer]. Section 3.02 Service Provider is responsible for all Service Provider Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits.