Common use of Software and Service Warranties Clause in Contracts

Software and Service Warranties. Supplier represents and warrants to the University that: (a) Supplier has, and throughout the Term and any additional periods during which Supplier does or is required to perform the Services will have, the unconditional and irrevocable right, power and authority, including all permits and licenses required, to provide the Services and grant and perform all rights and licenses granted or required to be granted by it under this Agreement; (b) neither Supplier’s grant of the rights or licenses hereunder nor its performance of any Services or other obligations under this Agreement does or at any time will: (i) conflict with or violate any applicable Law, including any Law relating to data privacy, data security or personal information; (ii) require the consent, approval or authorization of any governmental or regulatory authority or other third party; or (iii) require the provision of any payment or other consideration by the University or any End User to any third party, and Supplier shall promptly notify the University in writing if it becomes aware of any change in any applicable Law that would preclude Supplier’s performance of its material obligations hereunder; (c) as accessed and used by the University, its Administrative Users, or End Users in accordance with this Agreement and the Specifications, the Services, Documentation and all other Services and materials provided by Supplier under this Agreement will not infringe, misappropriate or otherwise violate any intellectual property right of any third party; (d) the Service Software and Services will in all material respects conform to and perform in accordance with the Specifications and all requirements of this Agreement, including the Availability Requirement set forth in the Service Level Agreement; (e) Supplier will perform all Services in a timely, professional and workmanlike manner with a level of care, skill, practice and judgment consistent with generally recognized industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet Supplier’s obligations (including the Availability Requirement and Support Service Level Requirements) under this Agreement;