Common use of Vendor Warranties Clause in Contracts

Vendor Warranties. In addition to any warranty obligations in the Incorporated Documents, Vendor hereby represents and warrants: (a) that Vendor shall perform the Project with the professional skill and care ordinarily provided by comparable professionals in the same industry; (b) that each of the Vendor employees and agents assigned to perform Vendor’s obligations under this Contract and Incorporated Documents, shall have the skill and training to perform the Project in accordance with the foregoing standard of care, and that all work shall be produced in a professional and workmanlike manner; (c) that the SAVNS system shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (d) that all deliverables provided hereunder shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (e) that all Project performance and deliverables provided under the Contract are, and will be, free of all liens, claims and other restrictions, and that Named Entity’s use and possession of such deliverables will not violate the terms or conditions of any license, confidentiality agreement, non- competition agreement, employment agreement or any other agreement to which Vendor, its agents, officers, employees or subcontractors may be subject; (f) that Vendor has the right to develop and assign all ownership rights in the deliverables to OAG as contemplated under this Contract, free from infringement claims, free from violations of unfair competition law, and free from violations of any other contract or law; and (g) that Vendor will implement reasonable and appropriate measures to prevent unauthorized disclosure or exposure of Named Entity Protected Data during Vendor’s performance of the Participating Entity Services due under this Contract and the Incorporated Documents. These representations and warranties are essential and material to Named Entity’s willingness to enter into this Contract.

Vendor Warranties. In addition to any warranty obligations in the Incorporated Documents, Vendor hereby represents and warrants: (a) that Vendor shall perform the Project with the professional skill and care ordinarily provided by comparable professionals in the same industry; (b) that each of the Vendor employees and agents assigned to perform Vendor’s obligations under this Contract and Incorporated Documents, shall have the skill and training to perform the Project in accordance with the foregoing standard of care, and that all work shall be produced in a professional and workmanlike manner; (c) that the SAVNS system shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (d) that all deliverables provided hereunder shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (e) that all Project performance and deliverables provided under the Contract are, and will be, free of all liens, claims and other restrictions, and that Named Entity’s use and possession of such deliverables will not violate the terms or conditions of any license, confidentiality agreement, non- competition agreement, employment agreement or any other agreement to which Vendor, its agents, officers, employees or subcontractors may be subject; (f) that Vendor has the right to develop and assign all ownership rights in the deliverables to OAG as contemplated under this Contract, free from infringement claims, free from violations of unfair competition law, and free from violations of any other contract contact or law; and (g) that Vendor will implement reasonable and appropriate measures to prevent unauthorized disclosure or exposure of Named Entity Protected Data during Vendor’s performance of the Participating Entity Services due under this Contract and the Incorporated Documents. These representations and warranties are essential and material to Named Entity’s willingness to enter into this Contract.

Vendor Warranties. In addition to any warranty obligations in the Incorporated Documents, Vendor hereby represents and warrants: warrants that: (a) that Vendor shall has full right and power to enter into and perform the Project this Agreement and its performance under this Agreement will comply with the professional skill all Applicable Laws and care ordinarily provided by comparable professionals in the same industry; not conflict with any other obligation Vendor may have to any other party; (b) that each of the Vendor employees and agents assigned to perform Vendor’s obligations under this Contract and Incorporated Documents, shall have the skill and training to will perform the Project Services in a timely, professional and workmanlike manner and with a degree of quality equal to or higher than applicable industry standards; (c) all Services and Deliverables will conform to the applicable SOW; (d) Vendor maintains appropriate security measures to comply with the obligations in Section 6 above and to ensure that any access it or Vendor Parties may have to Sites or Systems will not impair the integrity and availability of such Sites and Systems; (e) Vendor will not (i) incorporate any Background Technology or Third Party Materials into any Deliverables, or (ii) construct, create, design, or otherwise build the Deliverables in such a way that requires Meta to use Background Technology or Third Party Materials unless: (1) Vendor specifically identifies such Background Technology and/or Third Party Materials in the applicable SOW; (2) Vendor specifically identifies each OSS, if any, that Vendor intends to use and specified in an SOW; (3) all proposed use has been specifically preapproved by Meta in writing; (4) Vendor procures, at its sole cost and expense, all rights necessary to grant Meta the licenses in Section 7; and (5) Vendor ensures all such rights have been obtained and are granted in accordance with the foregoing standard of care, and that all work shall be produced in a professional and workmanlike manner; (c) that the SAVNS system shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (d) that all deliverables provided hereunder shall materially conform to the requirements as set forth in this Contract, and in the SOW and Incorporated Documents; (e) that all Project performance and deliverables provided under the Contract are, and will be, free of all liens, claims and other restrictions, and that Named Entity’s use and possession of such deliverables will not violate the terms or conditions of any license, confidentiality agreement, non- competition agreement, employment agreement or any other agreement to which Vendor, its agents, officers, employees or subcontractors may be subject; Section 7 above; (f) that Vendor has the right Services and all Deliverables will be free of any: (i) viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; and (ii) software disabling devices, time-out devices, counter devices and devices intended to develop collect data regarding usage or related statistics without the prior written authorization of Meta; and assign all ownership rights in the deliverables to OAG as contemplated under this Contract, free from infringement claims, free from violations of unfair competition law, and free from violations of any other contract or law; and (g) that Vendor neither the Deliverables, nor any element thereof, will implement reasonable and appropriate measures infringe the intellectual property rights of any third party or be subject to prevent unauthorized disclosure any restrictions or exposure of Named Entity Protected Data during Vendor’s performance of the Participating Entity Services due under this Contract and the Incorporated Documents. These representations and warranties are essential and material to Named Entity’s willingness to enter into this Contractany liens, security interests, encumbrances or encroachments.

Vendor Warranties. In addition to any warranty obligations in the Incorporated Documents, Vendor hereby represents and warrants: Binary warrants that: (a) that Vendor Binary shall perform the Project comply with the professional skill all applicable laws and care ordinarily provided by comparable professionals in the same industry; regulations; (b) that in rendering the Services, it and its employees have all necessary rights, authorizations, or licenses to provide the Services hereunder and to provide all related materials and services required under this Agreement or any agreement entered into pursuant hereto; (c) each of the Vendor its employees and agents assigned to perform Vendor’s obligations services under this Contract and Incorporated Documents, any Order shall have the skill proper skill, training and training background so as to be able to perform the Project in a competent and professional manner and that all work will be so performed in accordance with the foregoing standard of careapplicable Order, Requirements Statement and Design; (d) Acquisition shall receive free, good and clear title to all Deliverables, including without limitation the Binary Platform, Software, and that all work Technology, to be owned by Acquisition under this Agreement; (e) each and every Deliverables, including without limitation the Binary Platform, Software, and Technology, hereunder shall be produced provided in a professional manner consistent with good commercial practice, free from defects in material and workmanlike manner; (c) that the SAVNS system workmanship, and shall materially conform to the requirements specifications for same as set forth in this ContractAgreement., and in the SOW and Incorporated Documents; (d) that all deliverables provided hereunder shall materially conform to the requirements as set forth in this ContractSection 9.02 – DISCLAIMER OF WARRANTIES: ACQUISITION AGREES THAT BINARY MAKES NO WARRANTIES, and in the SOW and Incorporated Documents; (e) that all Project performance and deliverables provided under the Contract areEXCEPT AS SET FORTH ABOVE OF THIS AGREEMENT, and will beAND THAT ALL OF BINARY’S PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, free of all liensEXCEPT AS PROVIDED ABOVE OF THIS AGREEMENT. EXCEPT FOR THE WARRANTIES SET FORTH, claims and other restrictionsBINARY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, and that Named Entity’s use and possession of such deliverables will not violate the terms or conditions of any licenseEXPRESS AND IMPLIED, confidentiality agreementINCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BINARY DOES NOT WARRANTY THAT THE SERVICES PROVIDED HEREUNDER WILL MEET ACQUISITION’S REQUIREMENTS, non- competition agreementBE UNINTERRUPTED, employment agreement or any other agreement to which Vendor, its agents, officers, employees or subcontractors may be subject; (f) that Vendor has the right to develop and assign all ownership rights in the deliverables to OAG as contemplated under this Contract, free from infringement claims, free from violations of unfair competition law, and free from violations of any other contract or law; and (g) that Vendor will implement reasonable and appropriate measures to prevent unauthorized disclosure or exposure of Named Entity Protected Data during Vendor’s performance of the Participating Entity Services due under this Contract and the Incorporated DocumentsTIMELY OR ERROR FREE. These representations and warranties are essential and material to Named Entity’s willingness to enter into this Contract.49