Common use of Software Representations and Warranties Clause in Contracts

Software Representations and Warranties. Supplier further represents and warrants to the University that: (a) it is the legal and beneficial owner of the entire right, title and interest in and to the Software, including all intellectual property rights relating thereto; (b) it has, and throughout the license term, will retain the unconditional and irrevocable right, power and authority to grant and perform the license hereunder; (c) the Software, and the University's use thereof, is and throughout the license term will be free and clear of all encumbrances, liens and security interests of any kind; (d) neither its grant of the license, nor its performance under this Agreement does or to its knowledge will at any time: (i) conflict with or violate any applicable Law; (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 to any third party; (e) when used by the University or any Authorized User in accordance with this Agreement and the Documentation, the Software or Documentation as delivered or installed by Supplier does not or will not: (i) infringe, misappropriate or otherwise violate any intellectual property right or other right of any third party; or (ii) fail to comply with any applicable Law; (f) as provided by Supplier, the Software does not or will not at any time during the license term contain any: (i) Harmful Code; or (g) all Documentation is and will be complete and accurate in all material respects when provided to the University such that at no time during the license term will the Software have any material undocumented feature; and (h) it will perform all Services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement. (i) when used in the Operating Environment (or any successor thereto) in accordance with the Documentation, all Software as provided by Supplier, will be fully operable, meet all applicable specifications, and function in all respects, in conformity with this Agreement and the Documentation; and (j) no Maintenance Release or New Version, when properly installed in accordance with this Agreement, will have a material adverse effect on the functionality or operability of the Software.

Software Representations and Warranties. Supplier Contractor further represents and warrants to the University State that: (a) : it is the legal and beneficial owner of the entire right, title and interest in and to the Software, including all intellectual property rights Intellectual Property Rights relating thereto; (b) ; it has, and throughout the license term, will retain the unconditional and irrevocable right, power and authority to grant and perform the license hereunder; (c) ; the Software, and the UniversityState's use thereof, is and throughout the license term will be free and clear of all encumbrances, liens and security interests of any kind; (d) ; neither its grant of the license, nor its performance under this Agreement Contract does or to its knowledge will at any time: (i) : conflict with or violate any applicable Law; (ii) ; require the consent, approval or authorization of any governmental or regulatory authority or other third party; or (iii) or require the provision of any payment or other consideration to any third party; (e) ; when used by the University State or any Authorized User in accordance with this Agreement Contract and the Documentation, the Software or Documentation as delivered or installed by Supplier Contractor does not or will not: (i) : infringe, misappropriate or otherwise violate any intellectual property right Intellectual Property Right or other right of any third party; or (ii) or fail to comply with any applicable Law; (f) ; as provided by SupplierContractor, the Software does not or will not at any time during the license term contain any: (i) : Harmful Code; or (g) or Open-Source Components or operate in such a way that it is developed or compiled with or linked to any Open-Source Components, other than Approved Open-Source Components specifically described in the Statement of Work. all Documentation is and will be complete and accurate in all material respects when provided to the University State such that at no time during the license term will the Software have any material undocumented feature; and (h) and it will perform all Services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement. (i) Contract. when used in the Operating Environment (or any successor thereto) in accordance with the Documentation, all Software as provided by SupplierContractor, will be fully operable, meet all applicable specifications, and function in all respects, in conformity with this Agreement Contract and the Documentation; and (j) and no Maintenance Release or New Version, when properly installed in accordance with this AgreementContract, will have a material adverse effect on the functionality or operability of the Software.

Software Representations and Warranties. Supplier Contractor further represents and warrants to the University State that: (a) it is the legal and beneficial owner of the entire right, title and interest in and to the Software, including all intellectual property rights relating thereto; (b) it has, and throughout the license term, will retain the unconditional and irrevocable right, power and authority to grant and perform the license hereunder; (c) the Software, and the University's use thereof, is and throughout the license term will be free and clear of all encumbrances, liens and security interests of any kind; (d) neither its grant of the license, nor its performance under this Agreement does or to its knowledge will at any time: (i) conflict with or violate any applicable Law; (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 to any third party; (e) when used by the University or any Authorized User in accordance with this Agreement and the Documentation, the Software or Documentation as delivered or installed by Supplier does not or will not: (i) infringe, misappropriate or otherwise violate any intellectual property right or other right of any third party; or (ii) fail to comply with any applicable Law; (f) as provided by Supplier, the Software does not or will not at any time during the license term contain any: (i) Harmful Code; or (g) all Documentation is and will be complete and accurate in all material respects when provided to the University such that at no time during the license term will the Software have any material undocumented feature; and (h) it It will perform all Services in a timely, skillful, professional and workmanlike manner in accordance with commercially reasonable best industry standards and practices for similar services, using personnel with the requisite skill, experience and qualifications, and will devote adequate resources to meet its obligations under this Agreement.Contract; (b) It is in compliance with, and will perform all Services in compliance with, all applicable laws; (c) The State will receive good and valid title to the Software, free and clear of all encumbrances and liens of any kind; (d) When delivered and installed by Contractor, the Software will not contain any Harmful Code; (e) The Software will not contain, or operate in such a way that it is compiled with or linked to, any Open-Source Components other than Approved Open-Source Components; (f) The Software will not contain, or operate in such a way that it is compiled with or linked to, any Third- Party Materials other than Approved Third-Party Materials; (g) The Software, including all updates, upgrades, new versions, new releases, enhancements, improvements and other modifications thereof, but excluding components comprising State Materials, Approved Third-Party Materials, and Open-Source Components, is or will be the original creation of Contractor; (h) As delivered, installed, specified, or approved by Contractor and used by the State or any Third Party authorized by the State, the Software: (i) will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third party; and (ii) will comply with all applicable laws; (i) when used No expiration or loss of any patent or application for patent rights in the Software is pending, or, to Contractor’s knowledge after reasonable inquiry, threatened or reasonably foreseeable, and Contractor has no reason to believe that any claims of any such patent or patent application are or will be invalid, unenforceable, fail to issue, or be materially limited or restricted beyond the current claims, except for patent rights expiring at the end of their statutory term; and (j) All Software will be, and as installed in the Operating Environment (or any successor thereto) in accordance with the Documentation, all Software as provided by Supplier), will be fully operable, meet all applicable specifications, and function in all respects, in conformity with this Agreement Contract and the Specifications and Documentation; and. (jk) Contractor acknowledges that the State cannot indemnify any third parties, including but not limited to any third-party software providers that provide software that will be incorporated in or otherwise used in conjunction with the Services, and that notwithstanding anything to the contrary contained in any third-party software license agreement or end user license agreement, the State will not indemnify any third party software provider for any reason whatsoever; (l) no Maintenance Release or New Version, when properly installed in accordance with this AgreementContract, will have a material adverse effect on the functionality or operability of the Software. (m) all Configurations or Customizations made during the Term will be forward-compatible with future Maintenance Releases or New Versions and be fully supported without additional costs. (n) If Contractor Hosted: (i) Contractor will not advertise through the Hosted Services (whether with adware, banners, buttons or other forms of online advertising) or link to external web sites that are not approved in writing by the State; (ii) the Software and Services will in all material respects conform to and perform in accordance with the Specifications and all requirements of this Contract, including the Availability and Availability Requirement provisions set forth in the Service Level Agreement; (iii) all Specifications are, and will be continually updated and maintained so that they continue to be, current, complete and accurate and so that they do and will continue to fully describe the Hosted Services in all material respects such that at no time during the Term or any additional periods during which Contractor does or is required to perform the Services will the Hosted Services have any material undocumented feature; (o) During the Term of this Contract, any audit rights contained in any third-party software license agreement or end user license agreement for third-party software incorporated in or otherwise used in conjunction with the Software or with the Hosted Services, if applicable, will apply solely to Contractor or its Permitted Subcontractors. Regardless of anything to the contrary contained in any third-party software license agreement or end user license agreement, third-party software providers will have no audit rights whatsoever against State Systems or networks.