The Company’s Obligations. 1. The Company will provide to Multex, in writing, the name, address, fax and e-mail address of each User, with instructions regarding what document groups to entitle for each User. The Company shall designate one contact (and one alternate) for the purpose of providing entitlement information to Multex. The Company shall be solely responsible for determining which Users are to be entitled for the Additional Services and for individual documents groups. Accordingly, Multex shall only be obligated to entitle or de-entitle a User for the Additional Services if it receives written notification from the designated contact and then only in accordance with the specific information provided by such contact. Multex shall have no liability arising out of or in connection with any entitlement requests which do not comply with the procedures set forth in this Section. Alternatively, Multex may provide the Company with the ability to entitle the Company's Users on-line, in which case Company shall perform, control and administer all aspects of the entitlements, and Multex shall have no responsibility or liability in connection therewith. 2. The Company shall be responsible for invoicing and collecting any fee which the Company charges it Users for access to the Company Web Site. 3. The Company will maintain, monitor, and provide for the timely contribution of all Documents contributed by Company to Multex. 4. The Company will keep accurate books and records relating to Users, Passwords and its use of the Services. IT IS SPECIFICALLY UNDERSTOOD THAT ALL OF THE ADDITIONAL SERVICES TO BE PROVIDED BY MULTEX ARE SET FORTH IN THIS EXHIBIT C, AND THAT NO OTHER SERVICES, SOFTWARE DEVELOPMENT, ENHANCEMENTS, MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION ARE INCLUDED IN THE ADDITIONAL SERVICES. EXHIBIT D THIRD PARTY SOFTWARE THIRD PARTY LICENSE REQUIREMENTS FOR END USERS Third Party Software -------------------- Fulcrum Technologies Search tool (the "Fulcrum Software") Third Party Software License Requirements for End-Users ------------------------------------------------------- The Company acknowledges that a) title to and ownership of the Fulcrum Software and all rights related thereto, including patent, trademark and copyright related thereto are and shall remain the exclusive property of Fulcrum Technologies, Inc. or its licensees; b) the Company shall only acquire the right to use the Fulcrum Software in accordance with this Agreement; and c) the Company shall take all necessary steps to ensure that all intellectual property underlying the binary version of the Software remains confidential.
Appears in 2 contracts
Samples: Agreement for Electronic Distribution Services (Multex Com Inc), Agreement for Electronic Distribution Services (Multex Com Inc)
The Company’s Obligations. 1. 3.1 In consideration of payment of the Service Charge by the Customer, and subject to the terms of this Contract, for the duration of the Service Period the Company shall provide` Jointing Teams to perform the Connection Services.
3.2 The Company will provide to Multex, in writing, Customer acknowledges and confirms that it has received a copy of the name, address, fax and e-mail address of each User, with instructions regarding what document groups to entitle for each UserDistribution Safety Rules. The Company shall designate one contact (carry out the Connection Services in accordance with Good Industry Practice, Legislation, the Distribution Safety Rules and one alternate) the Company’s health and safety policies and procedures listed in Schedule 1.
3.3 During the Service Period the Company shall make the Jointing Teams available to perform the Connection Services for 7 hours per Working Day, between the hours of 8am and 4pm. If the Customer requires the Jointing Teams to be available to perform the Connection Services outside these hours/days or if particular conditions require that they be carried out outside these hours/days this must be agreed separately with the Company by way of a variation in accordance with Clause 5 and the Customer shall be subject to an additional charge for Connection Services performed out of hours calculated using the Rates for Out of Hours Working.
3.4 The Connection Services shall be performed at the Site unless the Company agrees otherwise by way of variation in accordance with Clause 5.
3.5 During the Service Period the Customer shall not request that the Jointing Teams carry out any work or services for the purpose Customer or a third party other than the Connection Services unless such work or services is carried out pursuant to a variation in accordance with Clause 5 or is the subject matter of providing entitlement a separate written agreement between the Company and the Customer.
3.6 The Company gives no guarantee of the volume of the Connection Services that will be completed during the Service Period and shall not be liable for any costs, losses, damages, expenses or claims whatsoever incurred or suffered by the Customer arising from the Company not completing some or all of the Connection Services in accordance with the Indicative Programme or during the Service Period. If the Customer has any reasonable concerns with the productivity of any Jointing Team, as soon as is practicable and in any event within 14 days of the date to which such concerns relate, it shall raise such concerns with the Company in writing together with reasonable supporting evidence. As soon as reasonably practicable following such notification the Parties’ respective Authorised Representatives shall meet to discuss the Customer’s concerns and where appropriate attempt to agree how to address such concerns. The Parties shall use their reasonable endeavours to implement any actions agreed between the Parties’ Authorised Representatives to address the Customer’s concerns with the productivity of any Jointing Team.
3.7 Not less than twenty (20) Working Days before (or such other period as the Parties may agree from time to time) the Customer intends a Jointing Team to carry out a particular task forming part of the Connection Services the Customer shall provide to the Company’s Authorised Person such drawings and other information as the Company’s Authorised Person may require to Multexenable him/her to issue a task instruction to a Jointing Team in connection with the aforementioned task forming part of the Connection Services. The Jointing Teams shall not carry out any task forming part of the Connection Services unless and until the relevant Jointing Team has first received a task instruction relevant to such task from the Authorised Person. The Company’s Authorised Person shall have the sole discretion in deciding where the connection point is and shall issue task instructions to the Jointing Teams accordingly. The Jointing Teams shall carry out the Connection Services in accordance with task instructions issued by the Company’s Authorised Person. For the avoidance of doubt the Customer is not entitled to issue any task instructions to the Jointing Teams.
3.8 If, acting reasonably, in the Company’s opinion the carrying out of ancillary work by the Company is necessary to enable the carrying out of the Connection Services the Company shall notify the Customer of the need for such ancillary work. Any such ancillary work that does not form part of the Connection Services shall only be carried out by the Company pursuant to a variation in accordance with Clause 5. If the Company and the Customer do not agree to such a variation in accordance with Clause 5 within ten (10) Working Days of the Company notifying the Customer of the need for such ancillary work then the Company shall be entitled to cease performance of the Connection Services that are affected by the subject matter of the proposed variation.
3.9 Unless expressly stated in the Contract or agreed in writing between the Parties, the Company shall provide all necessary equipment and materials for carrying out the Connection Services. The Company shall be solely responsible for determining which Users are entitled to be entitled charge the Customer for the Additional Services and for individual documents groups. Accordingly, Multex shall only be obligated to entitle or de-entitle a User for the Additional Services if it receives written notification from the designated contact and then only Materials in accordance with section 4 of Schedule 1.
3.10 The Company shall be entitled to refuse to perform the specific information provided Connection Services or cease to perform the Connection Services at the Site or part of the Site if in its reasonable opinion the Site or relevant part of the Site is unsafe or unsuitable for the Connection Services to commence or continue. The Company shall notify the Customer of its refusal to work or cessation of work and of the reasons therefor. If the Customer wishes for the Jointing Teams to perform Connection Services at the Site or part of the Site in connection with which the Company has notified the Customer of unsafe or unsuitable conditions the Customer shall first remedy the Site or relevant parts of the Site so that they are no longer unsafe or unsuitable. The Customer shall notify the Company of the remedial work undertaken within five (5) Working Days of the completion of such remedial work (or such other period as the Parties may agree from time to time). Within ten (10) Working Days of receipt of such notice (or such other period as the Parties may agree from time to time) the Company shall inspect the Site or the relevant part of the Site where remedial works have been carried out and if it is satisfied that the Site or part of the Site is now safe and suitable shall notify the Customer of the same in writing. Following the issue of such a notice by such contactthe Company the Jointing Teams shall resume the performance of the Connection Services at the Site or relevant part of the Site. Multex The Customer shall have pay to the Company its additional Costs of carrying out any inspections pursuant to this Clause 3.10.
3.11 The members of the Jointing Teams shall be selected by the Company in its absolute discretion and from time to time may be replaced by the Company in its absolute discretion. The Customer may at no liability arising out cost or expense to the Customer at any time require the Company to remove or cause to be removed from the provision of the Connection Services any person engaged on or in connection with any entitlement requests which do not comply with the procedures set forth in this SectionConnection Services if, acting reasonably, the Customer considers that such person poses a risk to health and safety. Alternatively, Multex may provide Any person so removed from the Company with the ability to entitle the Company's Users on-line, in which case Company shall perform, control and administer all aspects provision of the entitlements, and Multex Connection Services shall have no responsibility not be re-engaged in the provision of the Connection Services without the prior written approval of the Customer such approval shall not be unreasonably withheld or liability in connection therewithdelayed.
2. The Company 3.12 For the avoidance of doubt, the Jointing Teams shall be responsible for invoicing and collecting any fee which the Company charges it Users for access to the Company Web Site.
3. The Company will maintain, monitor, and provide for the timely contribution of all Documents contributed by Company to Multex.
4. The Company will keep accurate books and records relating to Users, Passwords and its use not become employees of the Services. IT IS SPECIFICALLY UNDERSTOOD THAT ALL OF THE ADDITIONAL SERVICES TO BE PROVIDED BY MULTEX ARE SET FORTH IN THIS EXHIBIT C, AND THAT NO OTHER SERVICES, SOFTWARE DEVELOPMENT, ENHANCEMENTS, MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION ARE INCLUDED IN THE ADDITIONAL SERVICES. EXHIBIT D THIRD PARTY SOFTWARE THIRD PARTY LICENSE REQUIREMENTS FOR END USERS Third Party Software -------------------- Fulcrum Technologies Search tool (Customer by virtue of anything contained in the "Fulcrum Software") Third Party Software License Requirements for End-Users ------------------------------------------------------- The Company acknowledges that
a) title to and ownership of the Fulcrum Software and all rights related thereto, including patent, trademark and copyright related thereto are and shall remain the exclusive property of Fulcrum Technologies, Inc. or its licensees;
b) the Company shall only acquire the right to use the Fulcrum Software in accordance with this Agreement; and
c) the Company shall take all necessary steps to ensure that all intellectual property underlying the binary version of the Software remains confidentialContract.
Appears in 2 contracts
Samples: Jointing Services Agreement, Provision of Jointing Teams Agreement
The Company’s Obligations. 1. The Company will provide shall:
(a) produce and deliver the Products in the quantities ordered by Distributor using reasonable efforts to Multexdeliver such Products with the lead times agreed to by the parties from time to time, and the Company shall not deliver orders more than five (5) business days prior to the requested ship date without the Distributor's prior written approval;
(b) refrain from selling Products to any person other than the Distributor, except as permitted in Section 2 above.
(c) promptly refer to Distributor all leads, prospects, and related information which are directed to it or which it receives regarding potential purchasers of the Products within the Territory;
(d) develop and offer a reasonable amount of training and technical assistance to Distributor and its personnel, at locations to be agreed, in writingthe use and operation of the Products (provided, however that the nameCompany will have no obligation to pay travel and entertainment expenses for any of Distributor's employees undergoing such training).
(e) ensure that all Products sold to Distributor for resale have all appropriate governmental and regulatory approvals such as FAA/PMA, addressTSO or STC as required for installation on type certified aircraft or engines.
(f) comply with all statutes, fax laws, ordinances, rules, regulations and e-mail address any other governmental authority in connection with the manufacture of each User, with instructions regarding what document groups to entitle for each Userthe Products. The Company shall designate one contact promptly notify the Distributor whenever it receives any notice addressed to it by any governmental entity concerning the application of any new rule, directive, regulation or other governmental requirement concerning the sale of Products in the Territory. DISTRIBUTION SERVICES AGREEMENT Allixxx Xxxine Company d/b/a Rolls-Roycx Xxxxxxx Xxxe 8
(g) at its own cost and one alternate) expense, procure and maintain in full force and effect during the term of this Agreement coverage for Distributor as an additional insured under a Broad Form Vendors Endorsement to the purpose Company's liability insurance policy and the Company agrees to waive any right of providing entitlement information subrogation against Distributor in this or any other policy of insurance carried by Company, but only to Multex. The the extent that Company shall be solely responsible for determining which Users are to be entitled for the Additional Services and for individual documents groups. Accordingly, Multex shall only may be obligated to entitle indemnify Distributor pursuant to Section 15 of the Agreement.
(h) give Distributor not less than ninety (90) days prior written notice if any Products will be superceded or de-entitle a User for the Additional Services if it receives written notification from the designated contact and then only modified, except in accordance with the specific information provided by such contact. Multex shall have no liability arising out of cases involving airworthiness or in connection with any entitlement requests which do not comply with the procedures set forth in this Section. Alternatively, Multex may provide the Company with the ability to entitle the Company's Users on-linesafety issues, in which case notice shall be given as soon as reasonably possible.
(i) Commencing on the date of this Agreement and continuing for so long as Distributor requires the same for the performance under this Agreement, the Company shall performprovide to Distributor, control and administer all aspects of at no charge to Distributor, the entitlements, and Multex shall have no responsibility or liability in connection therewith.following:
2. (1) The Company shall be responsible for invoicing and collecting any fee which the Company charges it Users for access to the Company Web Site.
3. The Company will maintain, monitor, and provide for the timely contribution of all Documents contributed by Company to Multex.
4. The Company will keep accurate books and records relating to Users, Passwords and its use of the Services. IT IS SPECIFICALLY UNDERSTOOD THAT ALL OF THE ADDITIONAL SERVICES TO BE PROVIDED BY MULTEX ARE SET FORTH IN THIS EXHIBIT Coffice space in Company's premises that Distributor may from time to time reasonably require in connection with its performance under this Agreement, AND THAT NO OTHER SERVICEStogether with office support services, SOFTWARE DEVELOPMENTexcluding computer equipment, ENHANCEMENTS, MODIFICATIONS, SUPPORT CUSTOMIZATION OR INTEGRATION ARE INCLUDED IN THE ADDITIONAL SERVICES. EXHIBIT D THIRD PARTY SOFTWARE THIRD PARTY LICENSE REQUIREMENTS FOR END USERS Third Party Software -------------------- Fulcrum Technologies Search tool (reasonably required in connection with the "Fulcrum Software") Third Party Software License Requirements for End-Users ------------------------------------------------------- The Company acknowledges that
a) title to and ownership performance of the Fulcrum Software activities contemplated hereunder. In its occupancy and use of such resources, Distributor personnel shall at all rights related thereto, including patent, trademark times abide by and copyright related thereto are and shall remain the exclusive property of Fulcrum Technologies, Inc. or its licensees;
b) the Company shall only acquire the right to use the Fulcrum Software act in accordance with this AgreementCompany's corporate policies applicable at such site; and
c(2) For use by personnel employed or managed by Distributor on Company's premises, the reasonable use of Company's existing telephone system solely in connection with Distributor's provision of the Services to Company; provided that Distributor shall reimburse the Company shall take for all necessary steps charges and costs related to ensure that all intellectual property underlying the binary version of the Software remains confidentialsuch use.
Appears in 1 contract