VENDOR STANDARDS Clause Samples
VENDOR STANDARDS. VENDOR represents and warrants that all Products delivered to GTECH under this Agreement will comply with applicable U.L, CSA, CE, TUV and VDE standards and will comply with the applicable FCC rules for the type of Products involved, including type acceptance or certification where required. VENDOR will obtain and maintain at its own expense all applicable listings, certifications and approvals in VENDOR's name. VENDOR will provide all necessary information and assistance to GTECH with respect to listings, certifications and approvals that are required to be in GTECH's name.
VENDOR STANDARDS. (a) The Parties acknowledge that prior to Closing the Business had access to and used in the conduct of the Business certain Excluded IP, including documents defining and describing Vendor’s standards, processes, procedures, practices and policies related to (i) Vendor’s Operating Management System (“OMS”) and related documentation, and (ii) Vendor’s Engineering Technical Practices (“ETPs”) and related documentation (collectively, the “Vendor Standards”).
(b) Notwithstanding the fact that Vendor Standards are generally Excluded IP, Vendor hereby grants Purchaser a nonexclusive, paid-up, perpetual and irrevocable right and license to continue to access and use, and to make copies of (in hardcopy or electronic form), those Vendor Standards which the Business has in its possession at Closing.
(c) The Vendor Standards, and all portions thereof, shall be used solely for the purpose of operating the Business, and shall not be used in connection with operating or conducting any other business.
(d) Vendor makes no representations or warranties, express or implied, and expressly disclaims any liability and responsibility for any use, interpretation or application by Purchaser or any of its Affiliates of any Vendor Standard at any time (including after the termination of the Agreement), or any advice, recommendations, consultations or opinions, in whatever form, provided to or acquired by Purchaser at any time in connection with the Vendor Standards (including from any of Vendor’s employees, agents or contractors).
(e) Vendor Standards shall be deemed to be Vendor Confidential Information subject to the confidentiality provisions of Section 9.18 of this Agreement (except only to the extent the provisions of Section 9.18 are inconsistent with the right and license granted to Purchaser in Section 9.21(b)).
(f) After Closing, Vendor will not provide updates, improvements, amendments or otherwise support Vendor Standards.
VENDOR STANDARDS. Microsoft expects it's chosen vendors to operate in the best interests of Microsoft at all times. It is expected that all equipment, manpower & services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility of the vendor to inform its Microsoft contact (or a member of Microsoft management) if and when any situation develops that require the vendor to operate in violation of the guidelines set forth in this document.
VENDOR STANDARDS. (a) LICENSEE will perform audits every Contract Year conforming to GE’s social responsibility and quality audit standards (“Audits”) for suppliers that manufacture or assemble finished goods Licensed Products (“Vendor(s)”) and suppliers that supply components that bear the M▇▇▇ for such assembled finished goods Licensed Products (“Sub-Tier Vendors”) for LICENSEE. The Audits will be performed and issues resolved in accordance with GE’s criteria under GETL Q-1000 and the GE Quality Manual. A copy of each Audit will be made available to GE. At any point LICENSEE or GE may modify Audit terms to make them more rigorous.
(b) LICENSEE will perform audits every Contract Year of Vendors and Sub-Tier Vendors to ensure compliance with GE’s quality standards. A copy of these audits will be made available to GE.
(c) GE retains the right to perform its own audits of Vendors and Sub-Tier Vendors. GE will give prior written notice to LICENSEE so that LICENSEE can determine whether it desires to join GE for such audit.
(d) Notwithstanding anything to the contrary, Vendor (and Sub-Tier Vendor) will immediately halt production of Licensed Products if Vendor (or Sub-Tier Vendor) is found to be in material violation of any Audit provisions that are classified as a red flag issue, per the forms found in the GE Quality Manual. In addition, any red flag issues must be resolved before any orders are placed with Vendors (or Sub-Tier Vendors).
(e) GE retains the right to communicate with the Vendors and Sub-Tier Vendors to coordinate audits or discuss technical issues. GE will provide LICENSEE with notice of intent to communication with Vendors and Sub-Tier Vendors, and LICENSEE shall have the option to participate in such communications.
VENDOR STANDARDS. Expedia expects its chosen vendors to operate in the best interest of the company at all times. It is expected that all equipment, manpower & services will be provided at the highest quality level while maintaining flexibility and cost effectiveness. It is the responsibility of the vendor to inform its Expedia contact (or a member of Expedia management) when situations develop that require the vendor to operate in direct violation of the guidelines set forth in this document. Additionally, in the event a Expedia employee has a relationship (spouse or other family relation, friend, domestic partner, etc.) with a vendor that might create a conflict of interest or the appearance of a conflict of interest, Expedia senior management approval is required prior to contracting for the services of said vendor.