THE LICENSEE’S OBLIGATIONS. 5.1 The Licensee undertakes to examine the Delivery Materials upon receipt and agrees that it shall be deemed to have accepted the Delivery Materials unless it notifies the Licensor to the contrary within seven (7) days of receipt of any defect that prevents its use.
5.2 The Licensee shall bear all import duties, customs charges and taxes arising in relation to the supply of the Delivery Materials by the Licensor to the Licensee hereunder, if any, within 30 days of receipt of an invoice from the Licensor.
5.3 Licensee undertakes that it will at all times:
5.3.1 enforce maximum security to safeguard against unauthorised copying and/or exploitation of the Programme;
5.3.2 promptly notify the Licensor of any unauthorised copying of the Programme and/or exploitation of the Programme in the Territory, such notification to be confirmed in writing; and
5.3.3 render all reasonable assistance to the Licensor to enable the Licensor to take appropriate action to prevent unauthorised exploitation of the Programme in the Territory.
5.4 The Licensee agrees to procure that there is no deliberate or avoidable transmission, retransmission or signal overspill outside the Territory by whatever means of any broadcast of the Programme, save as expressly permitted in writing by the Licensor.
5.5 In the event that the Licensor informs the Licensee that it is unable to grant the Licensee the Rights, or any part of them, the Licensee shall be responsible for removing such item(s) from the Programme before it is broadcast or, for not broadcasting the Programme at all, in accordance with the Licensor's written instructions.
THE LICENSEE’S OBLIGATIONS. The Licensee agrees with VISTRA that:
(a) the Licensee shall not make nor permit to be made any copy of the Package (except for back-up purposes) or of the Documentation, nor shall the Licensee use or permit the Package or the Documentation to be used in any way or for any purpose save as expressly permitted in this Agreement;
(b) the Package and the Documentation may only be used for the Licensee's internal business purposes (including the provision of company secretarial services to the Licensee's clients) and not for any other purpose whatsoever;
(c) the Licensee shall treat as confidential and not disclose to any person any information embodied in the Package or the Documentation or imparted to the Licensee in training, nor shall the Licensee supply copies of either the Package or of the Documentation to any person other than to its employees who need to have access to the same for the Licensee's internal business purposes;
(d) except with the prior written consent of VISTRA or in accordance with Clause 2(b) above, the Licensee shall not use or permit the Package to be used except on the Equipment at the Authorised Location;
(e) the Licensee shall keep or cause to be kept accurate and complete records of the number of copies of the Package made by the Licensee and of the location of each such copy and of the person or persons responsible for the custody of each copy and, upon request, the Licensee shall make such records available for inspection by VISTRA;
(f) the Licensee shall not decompile, reverse engineer or disassemble the Package or combine it with any other software and shall not permit the Package to be decompiled, reverse engineered, disassembled or so combined;
(g) the Licensee shall not make nor permit to be made any translation, alteration, adaptation, enhancement, modification, update or addition to the Package without the prior written consent of VISTRA;
(h) should the Licensee make any copy of the Package, the media on which that copy is stored shall be the property of VISTRA and the Licensee shall ensure that each such copy bears the proprietary notice of VISTRA;
(i) the Licensee shall take all necessary steps to ensure that any person to whom the Package or the Documentation (or their contents) is disclosed or who shall receive training in their use shall be aware of the provisions of sub-clauses (a), (b), (c), (d), (e), (f), (g) and (h) of this Clause and to ensure that that person shall himself comply with each of those provisions;
...
THE LICENSEE’S OBLIGATIONS. 3.1. The Licensee shall ensure that the Design is brought into production within six months of signing this Agreement and that it will continues to be exploited in a normal manner after this. Optional: This shall mean that, in the first years, the
THE LICENSEE’S OBLIGATIONS. The Licensee will in their use of the Premises and the exercise of their rights:
6.1. not use the Premises nor permit the same to be used for any purpose other than the Permitted Use;
6.2. not obstruct, hinder or impede or allow to be obstructed, hindered or impeded in any way the Council in the exercise of its rights referred to in clause 5;
6.3. not obstruct, hinder or impede or allow to be obstructed, hindered or impeded in any way the Council’s or the general public's access to any fire exit routes and emergency exits in the Galleries and the Council’s access to services located therein including but not limited to fire alarms, fire safety equipment, the electrical distribution board and busbar;
6.4. not obstruct, hinder or impede or allow to be obstructed, hindered or impeded in any way the Accessway, the Additional Rooms, the Gin Yard and the Compound;
6.5. not store equipment machinery or artefacts other than on the Premises and in accordance with this Licence whether on a temporary or a permanent basis;
6.6. pay the cost of any non-domestic business rates relating to the Industrial Museum (which is valued separately with billing authority reference: N00019887000087) save that for the period of five years from the date herein no such cost shall be incurred by the Licensee and thereafter any future liability shall be subject to agreement between the parties hereto.
6.7. pay twenty-eight percent (28%) or a reasonable alternative percentage relating to the proportional occupation of the Premises and exercise of the Licensee’s rights in relation to the Galleries, the Additional Rooms the Compound and the Gin Yard of the cost of any charges for gas, electricity and other utilities not referred to elsewhere in this Licence and other outgoings (including VAT as appropriate) within 30 days of such demand being made and such demand will be made half yearly in the first year after the commencement of this Licence and quarterly each year thereafter save that for the period of five years from the date herein no such cost shall be incurred by the Licensee and thereafter any future liability shall be subject to agreement between the parties hereto.
6.8. maintain the interceptor indicated on the Plan in accordance with all reasonable instructions and regulations provided by the Council to the Licensee including but not limited to regular inspections, annual services and the emptying and cleaning of filters in accordance with the manufacturer’s recommendations;
6.9...
THE LICENSEE’S OBLIGATIONS. 7.1 Liability for Representatives’ Acts and Omissions The Licensee agrees to be responsible both under this agreement and generally for all acts and omissions of its Representatives or other employees with respect to the use by the Licensee or its Representatives of the Macquarie Online Trading Platform or with respect to any related activity such as, without limitation, undertaking the Account Opening Process. This applies whether or not the act or omission is within or outside their authority. Assistance with creation of Broker/Client relationship – Account Opening Process
7.2 The Licensee agrees to assist with the creation of the broker/client relationship between the Client and TPP by ensuring that each Client undergoes the Account Opening Process.
7.3 The Licensee agrees to ensure that the information provided by the Client as part of the Account Opening Process is correct. AML Procedures
7.4 The Licensee agrees to ensure that the information provided by the Client as part of the AML Procedures is correct. Use of Macquarie Online Trading Platform
7.5 In relation to the use of the Macquarie Online Trading Platform the Licensee agrees to:
(a) Comply with all applicable Regulatory Requirements and ensure that its Representatives comply with all applicable Regulatory Requirements.
(b) Exercise a reasonable level of competence and diligence in using the Macquarie Online Trading Platform and ensure that its Representatives exercise a reasonable level of competence and diligence in using the Macquarie Online Trading Platform.
(c) Ensure that each Representative has received adequate training and is competent to use the Macquarie Online Trading Platform.
(d) Ensure that only Representatives place Orders. For the avoidance of doubt, persons other than Representatives may have access to the Macquarie Online Trading Platform for purposes other than the placement of Orders such as general Client related administrative activities.
(e) Not place an Order on behalf of a Client until that Client has completed the Account Opening Process and the AML Procedures.
(f) Cause each Client to authorise the Licensee in writing to obtain the Services on the Client’s behalf from TPP.
(g) Ensure that, at all times, the Licensee and its Representatives act within the scope of the authority given by the Client to the Licensee.
(h) Maintain the confidentiality of any security identification passwords and personal identification numbers issued by TPP to the Licensee with respect to ...
THE LICENSEE’S OBLIGATIONS. The LICENSEE shall:
8.1 ensure that the Licensed Products manufactured by it from the Know-How at least conform in all respects to the standard of quality (both in regard to materials and workmanship) of the Licensed Products manufactured and sold by the LICENSOR;
8.2 at all reasonable times allow the LICENSOR's representatives to inspect the LICENSEE's factories, in any processes and raw materials to enable the LICENSOR to satisfy itself in regard to the standard of Licensed Products being manufactured and sold by LICENSEE;
8.3 not, without obtaining the LICENSOR's prior written consent:
8.3.1 cede any of its rights under this Agreement;
8.3.2 make any modification, improvement or other change of any nature to the Licensed Products;
8.4 not dispute or assist anyone else to dispute the validity of any trade xxxx, patent, design or copyright used in connection with the Licensed Products at any time during the period of this Agreement or after its termination for any reason;
8.5 not at any time during the period of this Agreement or after its termination for any reason engage in any policy or practice which will be injurious to the LICENSOR or the Licensed Products;
8.6 furnish the LICENSOR with such written reports as may be required from time to time to keep the LICENSOR fully informed of all relevant market conditions affecting the manufacture and sale and the demand for the Licensed Products in the Territory.
THE LICENSEE’S OBLIGATIONS. The Licensee hereby covenants and agrees with the Licensor to promptly perform and observe the following covenants and conditions.
THE LICENSEE’S OBLIGATIONS. 4.1. The Licensee shall pay in full to the Licensor the Licence Fee within 30 days of the date of the Licensor’s invoice thereof. The Licence Fee is stated exclusive of value-added tax and all other taxes, duties, imposts and levies for which the Licensee shall be additionally liable. The Licensor reserves the right to charge the Licensee interest in respect of late payment of the Licence Fee (after as well as before judgement) at the rate of 4% per annum above the base rate from time to time of Barclays Bank plc.
4.2. The Licensee shall be entitled to make copies of the Data for security and archive purposes only. Any such copies shall in all respects be subject to the terms of this Licence and shall be deemed to form part of the Data.
4.3. The Licensee shall not assign, transfer, distribute, sell, lease, rent, sub-licence, charge or otherwise deal in or encumber the Data in any way or form.
4.4. The Licensee is responsible for providing and maintaining any equipment and software required to use the Data.
THE LICENSEE’S OBLIGATIONS. The Licensee:
(a) must notify the Licensor of any actual, threatened or suspected infringement of any Intellectual Property rights associated with the Solution or Documentation; and
(b) must do and refrain from doing all things as reasonably necessary to protect the Licensor's Intellectual Property rights in the Solution and Documentation.
THE LICENSEE’S OBLIGATIONS. The Licensee agrees with the Licensor
6.1 LICENCE FEE To pay the Licence Fee in accordance with clause 4.1
6.2 OUTGOINGS To pay and to indemnify the Licensor against:-
6.2.1 all taxes assessments duties charges impositions and outgoings of an annual or other periodically recurring nature payable save for rates in respect of the Premises during the currency of the Licence;
6.2.2 VAT (or any tax of a similar nature that may be substituted for it or levied in addition to it) chargeable in respect of any payment made by the Licensee under the terms of or in connection with this Licence or in respect of any payment made by the Licensor
