SERVICENOW OBLIGATION Sample Clauses

SERVICENOW OBLIGATION. Subject to the exclusions set forth below, ServiceNow shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (“Claim”) alleging that Customer’s use of the Subscription Service in accordance with this Agreement infringes any valid patent, copyright, or trademark of a third party that is issued or registered in the United States, Canada, Australia, the European Union or Switzerland; and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, to the extent caused by such Claim. If any portion of the Subscription Service becomes the subject of a Claim, ServiceNow may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of the Subscription Service; (c) replace or modify the Subscription Service to avoid infringement, if such replacement or modification has substantially the same capabilities as the Subscription Service; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in ServiceNow’s judgment, then (d) terminate Customer’s use of the affected Subscription Service upon forty-five (45) days’ written notice and pay to Customer a refund of any prepaid subscription fees covering the remaining portion of the applicable Subscription Term for the affected Subscription Service after the date of termination. Notwithstanding the above, ServiceNow shall have no indemnification obligation or liability for any Claim arising in whole or in part from: (i) any use of the Subscription Service which exceeds the authorized use permitted under this Agreement; (ii) Customer Data; (iii) use of the Subscription Service by Customer in violation of applicable law; (iv) use of the affected Subscription Service after termination in accordance with clause (d) of this Section 6.1; (v) Custom Applications; (vi) modifications to the Subscription Service by any person other than ServiceNow or a person acting at ServiceNow’s direction; (vii) modifications made by or at the request of Customer pursuant to a Professional Service; or (viii) use of the Subscription Service in combination with any hardware, software, application or service made or provided other than by ServiceNow.
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SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (a) defend Customer, and its and their officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third- party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court- ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim.
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SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (a) defend Customer, and its and their officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim. 7.1.1. ServiceNow の義務 本契約 7 条の制限に従い、ServiceNow は、(a)顧客、ならびにその取締役、役員および従業員を、(i)本契約に従ってアクセスまたは使用されたServiceNow コアテクノロジーが、第三者の特許、著作権もしくは商標を侵害することまたは第三者の営業秘密を不正利用することに起因する請求、または、(ii)ServiceNow の人員が、過失または故意により、顧客の施設内で、死亡、傷害、または個人の有形の財産に重大な損害を引き起こしたこと、に起因する請求から保護し、および、(b) 当該請求によって生じる範囲において、上記(a)(i) および(ii)において、和解金または判決により決定された損害賠償を支払うものとします。
Sample 1
SERVICENOW OBLIGATION. Subject to the limitations in this Section 7, ServiceNow will: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with this Agreement infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (ii) to the extent alleging that ServiceNow’s personnel when onsite at Customer’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages, under the forgoing subsections (a)(i) and (ii) to the extent arising from such Claim.
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SERVICENOW OBLIGATION. ServiceNow shall: (i) defend Customer, its officers, directors and employees against any third party suit, claim, action or demand (“Claim”) alleging that Customer’s use of the Software in accordance with this XXXX infringes any valid patent, copyright, or trademark of a third party that is issued or registered in the United States; and (ii) pay any court-ordered award of damages or settlement amount, and reasonable attorney fees, to the extent caused by such Claim. If any portion of the Software becomes the subject of a Claim, ServiceNow may: (a) contest the Claim; (b) obtain permission from the claimant for Customer’s continued use of the Software; (c) replace or modify the Software to avoid infringement, if such replacement or modification has substantially the same capabilities as the Software; or, if the foregoing (a), (b), and (c) are not available on commercially reasonable terms in ServiceNow’s judgment, then (d) terminate Customer’s use of the affected Software upon forty-five (45) days’ written notice, whereupon the Reseller shall pay to Customer a refund of any prepaid license fees covering the remaining portion of the applicable License Term for the affected Software after the date of termination. Notwithstanding the above, ServiceNow shall have no liability for any Claim arising in whole or in part from: (i) any use of the Software which exceeds the authorized use in the Use Certificate; (ii) the Customer Data; (iii) use of the Software by Customer in violation of applicable law; (iv) use of the affected Software after termination in accordance with clause (d) of this Section 9.1; (v) modifications to the Software by any person other than ServiceNow or a person acting at ServiceNow’s direction; or (vi) use of the Software in combination with any hardware, software, application or service made or provided other than by ServiceNow.
Sample 1
SERVICENOW OBLIGATION. As used in this Section 9, “ServiceNow” and “Participant,” when used in the context of a party entitled to defense, shall include that party’s board of directors, officers, employees and subcontractors. “Claim” shall mean any suit, claim, action or demand made by a third party. ServiceNow shall defend Participant against any Claim solely to the extent alleging that Participant’s non-production use of a Partner Instance pursuant to and in accordance with the license grants of Section 4.1 (Partner Instances) directly infringes any valid patent, copyright or trademark of a third party, and pay any court-ordered award of damages, settlement amount and reasonable attorneys’ fees, solely to the extent such damages are based on such allegations. Program Terms, when applicable, may specify additional types of Claims which ServiceNow shall defend and settle, subject to and in accordance with this Section 9.
Sample 1
SERVICENOW OBLIGATION. Subject to and in accordance with Section 9 (Third-Party Claims) of the Agreement, ServiceNow shall: (a) defend Participant and its officers, directors, and employees against any Claim: (i) to the extent alleging that any ServiceNow Core Technology accessed or used in accordance with these Program Terms infringes any third-party patent, copyright, or trademark, or misappropriates any third-party trade secret; or (i) to the extent alleging that ServiceNow’s personnel when onsite at Participant’s premises caused death, bodily harm, or damage to tangible personal property due to their negligence or willful misconduct; and (b) pay any settlement amount or any court-ordered award of damages to the extent arising from such Claim. ServiceNow’s obligations under this Section 6.1.1 are subject to conditions and limitations of Section 9 (Third-Party Claims) of the Agreement and Sections 6.1.2 (Mitigation) and 6.1.3 (Limitations) of these Program Terms. Section 7 (Limited Liability) and Section 8 (Excluded Damages) of these Program Terms shall not apply to liability or damages arising under this Section 6.1.1.‌
Sample 1
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Related to SERVICENOW OBLIGATION

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • CONTRACTOR OBLIGATION Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records provided to Enterprise Services that Contractor believes are statutorily exempt from disclosure and identify the precise statutory basis for exemption from disclosure. In addition, if, in Contractor’s judgment, certain portions of such records are not statutorily exempt from disclosure but are sensitive because particular portions of Contractor’s records (NOT including pricing) include highly confidential, proprietary, or trade secret information (or the equivalent) that Contractor protects through the regular use of confidentiality or similar agreements and routine enforcements through court enforcement actions, Contractor shall identify and mark the precise portion(s) of the relevant page(s) of any records that include such sensitive information.

  • Independent Obligation The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions.

  • Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.

  • Third Party Obligations 3.1. The THIRD PARTY shall:- 3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement; 3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and 3.1.3. make no commercial use of the Confidential Information or any part thereof. 3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.

  • Joint Obligation If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Absolute Obligation Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

  • EMPLOYER OBLIGATION The Supplier shall comply with the requirements of the Pensions Act 2008 and the Transfer of Employment (Pension Protection) Regulations 2005.

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