Common use of Vendor Representations and Warranties Clause in Contracts

Vendor Representations and Warranties. Vendor further represents and warrants that: (i) the Deliverables that are provided to Customer hereunder (excluding the Customer Materials that are provided by Customer for incorporation into the Deliverables) and the Services will not violate or infringe any common law or statutory right of any third party including, without limitation, any contractual rights, proprietary rights, trademark, service mark, trade secret, copyright, patent rights or any rights of privacy or publicity; (ii) all Vendor Personnel (as defined below) providing Services are eligible to legally work in the United States and each said employee is free from any legal or contractual restraints prohibiting working or the exercise of skills in providing the Services, including any employment agreement or non-competition agreement with another or former employer; (iii) the Services will be performed in a good and workmanlike manner and in accordance with the highest professional standards in the applicable area or areas of expertise required to perform such Services, as well as in accordance with the description of Services set forth in the applicable Statement of Work; (iv) the Deliverables shall conform in all material respects to their relevant specifications and relevant descriptions in the applicable Statement of Work; (v) Services will comply with the service levels in the service level agreement attached hereto (“SLA”), if applicable (and in any case, Vendor will use best efforts on a continuous basis to repair all urgent issues, and commercially reasonable efforts during business hours to repair non-urgent issues); and (vi) no materials provided or created by Vendor hereunder contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the network or software of Customer, its Affiliates or their respective customers. Vendor shall disclose in writing in advance any actual or apparent conflicts of interest, such as, without limitation, ownership of, by, or common control with, any competitors of Customer, or relationships with officers or decision makers of Customer. Vendor shall use best efforts to ensure that the Services are available 24/7/365 except to the extent outside Vendor’s reasonable control and except for routine maintenance scheduled in advance outside of normal business hours. Notwithstanding anything to the contrary, no matter whether and how reported (or by whom), Vendor shall remedy all known nonconformities in accordance with this Agreement and shall not use technically improper notice as a technicality to avoid a requirement to remedy.

Vendor Representations and Warranties. Vendor further represents represents, warrants and covenants to AIGGS that: Vendor represents, warrants and covenants to Customer that: (ia) Vendor has the Deliverables that are provided full power and authority to Customer hereunder enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (excluding the Customer Materials that are provided by Customer for incorporation into the Deliverablesb) Vendor’s execution of and the Services will performance under this Agreement shall not violate breach any oral or infringe any common law or statutory right of written agreement with any third party including, without limitation, any contractual rights, proprietary rights, trademark, service mark, trade secret, copyright, patent rights or any rights of privacy obligation owed by Vendor to any third party to keep any information or publicitymaterials in confidence or in trust; (iic the Services and Deliverables shall be free from material errors, bugs, or other material defects and shall substantially conform to any written specifications for such Services and/or Deliverables as agreed upon by the parties in writing as part of a Work Order or as set forth or referenced in any applicable Work Order for [*************] (or such other period as agreed to the parties in writing) all following acceptance of such Services or Deliverables in accordance with Section 5 (Acceptance) (“Warranty Period”); (d) the Services shall be performed in a professional and timely manner consistent with the generally accepted industry standards; (e) any Vendor Personnel performing Services shall be qualified to perform such Services, have appropriate experience, education and training to perform such Services and be familiar with the technology, processes and procedures used to provide such Services; (f) subject to the IP Exceptions (as defined below) providing Services are eligible to legally and Section 14 below, including Section 14.3, the Work Product (excluding any third party software) shall be the original work of Vendor, and each Vendor Personnel or other person involved in the United States development of Work Product has executed (or prior to any such involvement, shall have executed) a written agreement with Vendor in which such person (i) assigns to Vendor all right, title and each said employee is interest in and to the Work Product in order that Vendor may fully grant the rights and assignments to Customer as provided herein and (ii) agrees to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement; (g) subject to the IP Exceptions (as defined below) and Section 14 below, Vendor has the right to grant the rights and assignments granted herein, without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained; (h) subject to the IP Exceptions (as defined below) and Section 14 below, the Services and Deliverables (excluding any third party software) (and the exercise of the rights granted herein with respect thereto) do not and shall not infringe, misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other intellectual property or other rights of any third party, and are not and shall not be defamatory or obscene; (i) the Services and Deliverables shall be free from any legal viruses, worms, Trojan horses or contractual restraints prohibiting working other harmful or the exercise of skills in providing the Servicesmalicious code or components, including and free from any employment agreement “self-help” code or non-competition agreement with another or former employerother disabling code; (iiij) subject to the Services IP Exceptions (as defined below) and Section 14 below, neither the Deliverables nor any element thereof shall be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (k) Vendor shall comply with all applicable laws and regulations; (l) if a Deliverable will be performed in a good and workmanlike manner and in accordance with the highest professional standards contain any open source code, Vendor will identify such open source code in the applicable area Work Order or areas Change Order and will attach a copy of expertise required the license to perform such Servicesopen source code to the Work Order or Change Order, as well as in accordance with the description of Services set forth in the applicable Statement of Work; (iv) the Deliverables shall conform in all material respects to their relevant specifications and relevant descriptions in the applicable Statement of Work; (v) Services will comply with the service levels in the service level agreement attached hereto (“SLA”), if applicable (and in any case, Vendor will use best efforts on a continuous basis to repair all urgent issues, and commercially reasonable efforts during business hours to repair non-urgent issues)case may be; and (vim) no materials provided or created by Vendor hereunder contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the network or software of Customer, its Affiliates or their respective customers. Vendor shall disclose in writing in advance any actual or apparent conflicts of interest, such as, without limitation, ownership of, by, or common control with, any competitors of Customer, or relationships comply with officers or decision makers of Customer. Vendor shall use best efforts to ensure that the Services are available 24/7/365 except to the extent outside Vendor’s reasonable control and except for routine maintenance scheduled in advance outside of normal business hoursSection 13 (Client Data) below. Notwithstanding anything to the contrary, no matter whether and how reported (or by whom)If Customer notifies Vendor in writing of a breach of the warranty in Section 13.1(c) within the Warranty Period, Vendor shall remedy all known nonconformities in accordance with promptly correct and repair (at PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS no cost to Customer) any such non-compliance that prevents such Service from conforming and performing as warranted immediately above. Notwithstanding the foregoing, Vendor’s obligations under this Agreement and Section 13.1 (c) shall not use technically improper notice apply to the extent that the defect, Error or Bug or non-conformance with the specifications or warranty , is caused by (i) modifications or customization of the Deliverables which are not created, authorized in writing, or directed in writing by Vendor, but only to the extent that such modifications, customization caused the non-compliance; (ii) Customer’s hardware malfunction, but only to the extent that such hardware malfunction caused the non-compliance, (iii) third party software not licensed through Vendor and/or incorporated by Vendor into the Deliverable, but only to the extent that such third party software caused the non-compliance,, or (iv) the installation of the Deliverable in a hardware or operating environment expressly prohibited by the applicable Work Order. For purposes of this Section, “Error” or “Bug” shall mean any error or defect in the Services (or Deliverables) in which the Services (or Deliverables) fail to operate in conformity with the Specifications which were tested as part of, and as a technicality to avoid a requirement to remedycondition to, Acceptance testing and Acceptance.

Vendor Representations and Warranties. Vendor further represents and warrants that: (i) the Deliverables that are provided to Customer hereunder (excluding the Customer Materials that are provided by Customer for incorporation into the Deliverables) and the Services will not violate or infringe any common law or statutory right of any third party including, without limitation, any contractual rights, proprietary rights, trademark, service markxxxx, trade secret, copyright, patent rights or any rights of privacy or publicity; (ii) all Vendor Personnel (as defined below) providing Services are eligible to legally work in the United States and each said employee is free from any legal or contractual restraints prohibiting working or the exercise of skills in providing the Services, including any employment agreement or non-competition agreement with another or former employer; (iii) the Services will be performed in a good and workmanlike manner and in accordance with the highest professional standards in the applicable area or areas of expertise required to perform such Services, as well as in accordance with the description of Services set forth in the applicable Statement of Work; (iv) the Deliverables shall conform in all material respects to their relevant specifications and relevant descriptions in the applicable Statement of Work; (v) Services will comply with the service levels in the service level agreement attached hereto (“SLA”), if applicable (and in any case, Vendor will use best efforts on a continuous basis to repair all urgent issues, and commercially reasonable efforts during business hours to repair non-urgent issues); and (vi) no materials provided or created by Vendor hereunder contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable the network or software of Customer, its Affiliates or their respective customers. Vendor shall disclose in writing in advance any actual or apparent conflicts of interest, such as, without limitation, ownership of, by, or common control with, any competitors of Customer, or relationships with officers or decision makers of Customer. Vendor shall use best efforts to ensure that the Services are available 24/7/365 except to the extent outside Vendor’s reasonable control and except for routine maintenance scheduled in advance outside of normal business hours. Notwithstanding anything to the contrary, no matter whether and how reported (or by whom), Vendor shall remedy all known nonconformities in accordance with this Agreement and shall not use technically improper notice as a technicality to avoid a requirement to remedy.