Common use of Vendor Representations and Warranties Clause in Contracts

Vendor Representations and Warranties. Vendor represents and warrants, for each Vendor Product submitted for listing in the Command Center Service Catalogue, that: 1. Vendor holds all rights necessary to grant HP the rights provided in this Agreement; 2. Vendor has the power and authority, though itself and its representative accepting this Agreement, and full capacity to enter into this Agreement and fully perform its obligations in this Agreement; 3. Vendor’s Privacy Policy is materially consistent with HP’s Privacy Policy and complies with applicable law; 4. Vendor Terms comply with this Agreement, HP’s Command Center Terms of Service, and applicable law; 5. All information provided for the listing and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, (i) access User Data except to provide Vendor Product functions or to provide User support, (ii) disclose User Data, or (iii) modify User Data; 7. Vendor Products do not and will not contain or introduce any malicious software and are not designed to or utilized for spamming or hacking any Users, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Vendor is a party or of which Vendor is otherwise aware; and 12. Vendor acknowledges that this Agreement is subject to the export, import and other trade-related laws and regulations of the United States and other national governments. Vendor warrants that (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and (ii) except for countries identified by Vendor pursuant to Section 3.a.1 of this Agreement, there are no restrictions on access to Vendor Products and Information in any other country.

Vendor Representations and Warranties. Vendor represents and warrants: (a) Vendor shall provide the Services in a manner that meets or exceeds the performance standards set forth in this Agreement or the applicable SOW, for or , if not stated in the applicable SOW, at or above the levels achieved by Customer (in the case of Services performed by Customer) and required to be achieved by Customer’s Vendors (in the case of services performed by third party Vendors) during the twelve (12) months prior to the Effective Date, if applicable and available, except where Customer has agreed to specific quantitative Service Levels in this Agreement and/or an SOW hereto. (b) The Services shall be performed with promptness and diligence and executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; (c) Vendor shall use an adequate number of qualified individuals with suitable training, education, experience, and skill to perform the Services and be sufficiently familiar with the technology, processes and procedures used to provide such Services; (d) Vendor is either the owner of, or has sufficient and valid rights and authorizations to use, the Existing Third Party Software or Background Technology, and all intellectual property rights therein, which Vendor provides or that is to be utilized by Vendor or approved subcontractors in the provision of the Services. (e) Subject to 12.3, below, the Services, including any products materials and Deliverables used to provide the Services, Work Product and Deliverables do not and will not misappropriate, infringe or violate the intellectual property rights of any third party, including 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. The Work Product shall be an original work of Vendor, and each Vendor Product submitted for listing Personnel or other person involved in the Command Center Service CataloguePORTIONS 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 development of Work Product has executed (or prior to any such involvement, that: 1. shall have executed) a written agreement with Vendor holds in which such person and/or subcontractor (i) assigns to Vendor all rights necessary right, title and interest in and to the Work Product in order that Vendor may fully grant HP 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; 2(f) The Services, Work Product and/or Deliverables shall substantially conform to the technical and functional specifications in a SOW (“Specifications”) for such Services, Work Product and/or Deliverables such that Services, Work Product and/or Deliverables are free from Material Defects as agreed and defined by the Parties or set forth in the applicable SOW for the Warranty Period. As part of the Services, during the applicable Warranty Period, Vendor has will promptly correct any Material Defects which prevent any Services, Work Product or Deliverable(s) from conforming to the power and authority, though itself and its representative accepting this Agreement, and full capacity to enter into Acceptance Criteria or Specifications specified in this Agreement and fully perform its obligations or SOW. “Warranty Period” shall mean, with respect to a Deliverable or Service, a period of sixty (60) days following the Acceptance of the Work Product or a Deliverable, or the performance of a Service, or such other time period as my be set forth in this Agreement; 3the applicable SOW. Notwithstanding the forgoing, Vendor’s Privacy Policy obligations under this Section 8.1(f) shall not apply to the extent such non-conformance with the Specifications or Acceptance Criteria is materially consistent with HP’s Privacy Policy and complies with applicable law; 4. Vendor Terms comply with this Agreement, HP’s Command Center Terms of Service, and applicable law; 5. All information provided for the listing and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, caused by (i) access User Data except Customer’s hardware malfunction, but only to provide Vendor Product functions or to provide User support, the extent such hardware malfunction caused the non-conformance (ii) disclose User Datathird party software not licensed through Vendor but only to the extent that such third party software caused the non-conformance, or (iii) modify User Data; 7. Vendor Products do not the installation of the Deliverable in a hardware or operating environment expressly prohibited in the applicable specifications in the SOW; and will not contain (iv) modifications or introduce any malicious software and customization, of the Deliverables which are not designed to or utilized for spamming or hacking any Userscreated, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage authorized in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damageswriting, or accesses directed in an unauthorized manner the deviceswriting by Vendor, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Vendor is a party or of which Vendor is otherwise aware; and 12. Vendor acknowledges that this Agreement is subject only to the exportextent that such modifications, import and other tradecustomization caused the non-related laws and regulations of the United States and other national governments. Vendor warrants that (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and (ii) except for countries identified by Vendor pursuant to Section 3.a.1 of this Agreement, there are no restrictions on access to Vendor Products and Information in any other countryconformance.

Vendor Representations and Warranties. Each Vendor hereby severally represents and warrants, for each Vendor Product submitted for listing warrants to the Purchaser as follows and the Vendors hereby acknowledge that the Purchaser is relying on such representations and warranties in the Command Center Service Catalogue, that: 1. Vendor holds all rights necessary to grant HP the rights provided in this Agreement; 2. Vendor has the power and authority, though itself and connection with its representative accepting this Agreement, and full capacity to enter entering into this Agreement and fully completing the transactions herein provided for: (a) the Corporation is a corporation duly incorporated, organized and subsisting under the laws of its jurisdiction of incorporation with the requisite power to own its assets and carry on its business as presently conducted by it; (b) the Vendor has good and sufficient power, authority and right to enter into and deliver and perform its obligations in under this AgreementAgreement and to complete the transactions to be completed by the Vendors contemplated hereunder; 3. Vendor’s Privacy Policy is materially consistent with HP’s Privacy Policy (c) the Corporation has good and complies with applicable lawmarketable title to the Property, free and clear of any and all Encumbrances; 4. Vendor Terms comply (d) all agreements by which the Corporation holds an interest in the Property are in good standing according to their respective terms and, to the knowledge of the Vendor, the Property is in good standing under applicable Laws and all filings and work commitments required by the Corporation to maintain its interest are in good standing have been properly recorded and filed in a timely manner with this Agreementthe appropriate Governmental Entity and there are no material Encumbrances or any other material interests in or on such Property, HP’s Command Center Terms of Service, and applicable lawexcept as set forth in Schedule "A"; 5. All information provided for (e) to the listing knowledge of the Vendors, there are no material adverse claims against or challenges to the title or ownership of the Property; (f) the Corporation has conducted and on is conducting its business in material compliance with all applicable Laws, including all Governmental Authority authorizations and instructions, whether in writing or oral, relating to the Property; (g) this Agreement constitutes a valid and legally binding obligation of the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes , enforceable against the Vendor Product including in accordance with its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, terms subject to (i) access User Data except applicable bankruptcy, insolvency, reorganization and other laws of general application relating to provide Vendor Product functions or to provide User supportaffecting the enforcement of creditors’ rights generally, and (ii) disclose User Datalaws of general application relating to specific performance, injunctive relief or other equitable remedies; (h) the Vendor is the registered and beneficial owner of the Purchased Shares set forth opposite the Vendor's name on Schedule "B" with good and marketable title thereto, free and clear of any and all Encumbrances. (i) the Vendor has the exclusive right and full power to sell, transfer and assign the Purchased Shares to the Purchaser free and clear of any Encumbrances; (j) there is no requirement for the Vendor to: (i) make any filing with, give any notice to or to obtain any permit, certificate, registration, authorization, consent or approval of, any Governmental Authority (A) as a condition to the lawful consummation of the transactions contemplated hereby, or (iiiB) modify User Data; 7. Vendor Products do not and will not contain or introduce any malicious software and are not designed to or utilized for spamming or hacking any Users, sell the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damagesPurchased Shares owned by it as contemplated hereby, or accesses in an unauthorized manner the devices, servers, networks(ii) give any notice to, or other properties to obtain any consent or services of approval of, any third party including but not limited to Users, HP or Person under any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements Contract to which such Vendor is a party to or bound by in connection with the completion of which Vendor is otherwise awarethe Closing; (k) subject to fulfillment of the conditions precedent set forth in Section 6.1, neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby, nor performance of its obligations hereunder by the Vendor, will result in the violation of any of the provisions of the constating documents or by laws of the Vendor, if applicable; and 12. (l) the Vendor acknowledges that this Agreement is subject to not a non resident of Canada for the export, import and other trade-related laws and regulations purposes of the United States and other national governments. Vendor warrants that Income Tax Act (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and (ii) except for countries identified by Vendor pursuant to Section 3.a.1 of this Agreement, there are no restrictions on access to Vendor Products and Information in any other countryCanada).