Vendor will a. deliver the goods and perform the services that are the subject of the Order by the delivery and performance dates set forth on the face of the Order;
b. at its own cost, initiate, maintain and supervise all environmental and safety precautions and programs in connection with the delivery of the goods and the provisions of the services and comply with all of Nufarm's environmental, health and safety rules;
c. at its own cost, obtain and maintain all necessary permits, license or other approvals and give all notices legally required to deliver the goods and provide the services;
d. at its own cost, provide all labor, materials, machinery, equipment, tools, transportation and other facilities and services needed for the proper execution and completion of the Order, unless otherwise provided on the face of the Order;
e. be solely responsible for all methods and procedures of delivering and coordinating all portions of the services, unless otherwise provided on the face of the Order;
f. be solely responsible for the handling, transportation and disposal of all materials, substances and chemicals that Vendor or any subcontractor brings onto Nufarm's premises and any waste generated or resulting from the use thereof;
g. not dispose or permit the release of any materials. substance or chemical (or any waste generated or resulting from the use thereof) on Nufarm's premises;
h. inspect any Nufarm-supplied equipment, tools, scaffolding and/or other materials (“Nufarm Materials”);
i. not use any Nufarm Materials unless they are suitable for their intended use and will return all Nufarm Materials to Nufarm in a like condition in which they were borrowed;
j. accept full responsibility for safety and management over persons and property within that portion of Nufarm’s premises where the services are being performed (“Service Location”) and to the extent possible, physically separate the Service Location from the remainder of the Nufarm's premises;
k. warn its subcontractors and its and their respective employees, agents, representatives, guests and visitors of any risks, hazards, or dangers, whether latent or patent, (“Dangers”) associated with the Service Location and the rest of the Nufarm's premises;
1. at least once daily, inspect the Service Location for any Dangers and eliminate any Dangers or, to the extent any Dangers cannot be eliminated, advise Nufarm of these Dangers;
m. keep the Service Location and other parts of Nufarm's premises free from accumulations...
Vendor will perform the Project in a timely manner, but it is hereby agreed that Vendor cannot be held responsible for delays occasioned by factors which are beyond its control, or by factors which could not reasonable have been foreseen at the time this Agreement was prepared and executed. Where applicable, Vendor guarantees all workmanship and materials of the items and services furnished for a period of one (1) year after final acceptance of installation. If during the guarantee period any defects or faulty materials are found, Vendor will immediately, upon notification, replace or repair the same at its own expense, along with any damages to finished, fixtures, equipment and furnishings damaged as a result of the defective materials or workmanship.
Vendor will. (a) not do any act or thing which would or might in any way adversely affect the rights of BCEI hereunder;
(b) make available to BCEI and its representatives all records and files in the possession of Vendor relating to the Claims and permit BCEI and its representatives at its own expense to take abstracts therefrom and make copies thereof; and
(c) promptly provide BCEI with any and all notices and correspondence from government agencies in respect of the Claims. ================================================================================
Vendor will. (1) Monitor, measure, analyze and tune system performance to meet agreed upon Service Levels.
(2) Recommend changes (i.e., Equipment and/or Software upgrades, configuration changes) to ACI to meet or exceed ACI’s expected performance levels and/or provide a reduction in costs.
(3) Provide recommendations for consolidations or other conversions to improve the efficiency/effectiveness of the environment.
(4) Define performance indicators and monitor systems performance against such indicators, providing trend analysis of the data for the past 13 months in accordance with Schedule R (Reports), for reporting as needed.
(5) Install management agents approved by ACI. Confidential Exhibit A-1 — Delivery Management Services (Cross Functional)
(6) Review configuration data and usage patterns monthly, or at ACI’s request.
(7) Establish performance thresholds and exception reporting procedures, reviewing with ACI quarterly with recommendations for resolution.
(8) With ACI’s assistance, establish a schedule for performing system maintenance (for example, virus detection, backup, and disk space cleanup) and modifications and enhancements so as maintain agreed upon Service Levels.
(9) Perform required system configurations and modifications necessary to enable Vendor to meet the Service Levels.
(10) Advise ACI of any recommended system configurations and modifications necessary to enable Vendor to meet the Service Levels.
(11) Provide system and subsystem performance reports, detailing key performance parameters and metrics, highlighting measurements that exceed thresholds, and trend analysis of the data for the past 13 months in accordance with Schedule R (Reports), for reporting as needed.
Vendor will. (1) assist ACI in defining and documenting application code (i.e., JCL and application program elements) promotion standards and acceptance criteria for moving application code from test libraries into production libraries; and
(2) promote application code from development and/or test environments to production, including QA and UAT where required.
Vendor will a. manage storage on all of ACI’s server platforms including, but not limited, to [ * ] and
b. manage storage in the ACI Locations listed in Schedule P (Locations).
Vendor will based on ACI’s requirements and ACI’s approval, define the frequency, security, and types of required data backup as well as the retention periods for the data;
Vendor will. (1) perform periodic security reviews to validate compliance (for example, validating access authorization per ACI’s instruction, the correct use of logical control features) based on ACI’s security framework; and
(2) identify and manage security risks and exposures within Vendor’s control as part of the Services based on ACI’s security framework;
(3) in the course of their day-to-day support of the ACI security services, advise ACI in the event that a process appears to be non-compliant with Vendor’s understanding of industry-wide conventions;and
(4) as a part of its annual technology review and its 18 month security review, provide industry perspective on security compliance trends and regulatory changes and provide an industry update on security and regulatory changes. Confidential Exhibit A-8 — Enterprise Security Management Services
Vendor will perform password resets for User IDs using ACI-provided and maintained employee authentication data; and
Vendor will be in default of this Agreement after written notice of event of default with no cure after thirty (30) days if: 1) Vendor becomes insolvent, liquidates, is adjudicated as bankrupt, makes an assignment for the benefit of creditors, invokes any provision of law for the relief of debtors, or initiates any proceeding seeking protection from its creditors; or 2) Vendor violates any applicable laws or other legal requirements which results in a material adverse impact on the provision of services to Sprint hereunder; or 3) Vendor fails to acquire and/or maintain necessary Right-of-Way for the uninterrupted use of the Route as required under this Agreement; or 4) Vendor fails to provide maintenance and/or repair services to the Route as outlined in this Agreement; or 5) Vendor fails to perform any material obligation under this Agreement; or as expressly provided in Article 4.10. FiveCom LLC Agreement PROPRIETARY INFORMATION 03/31/98 -- v4.0 14 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
