Common use of Warranties and Representations Clause in Contracts

Warranties and Representations. The Contractor represents and warrants: (i) It is capable of fulfilling and will fulfill all of its obligations under this contract. The performance of all obligations under this contract must be provided in a timely, professional, and workmanlike manner and must meet the performance and operational standards required under this contract. (ii) The contract appendices, attachments, and exhibits identify the equipment, software, and services necessary for the Deliverable(s) to comply with the contract's requirements. (iii) It is the lawful owner or licensee of any Deliverable licensed or sold to Huron Valley Schools by Contractor or developed by the Contractor for this contract, and Contractor has all of the rights necessary to convey to Huron Valley Schools the ownership rights or licensed use, as applicable, of any Deliverable(s). None of the Deliverable(s) provided by Contractor to Huron Valley Schools, nor their use by Huron Valley Schools, will infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party. (iv) If the Contractor procures any equipment, software, or other Deliverable(s) for Huron Valley Schools (including equipment, software, and other Deliverable(s) manufactured, re-marketed or otherwise sold by the Contractor or under the Contractor's name), then the Contractor must assign or otherwise transfer to Huron Valley Schools or its designees, or afford Huron Valley Schools the benefits of, any manufacturer's warranty for the Deliverable(s). (v) The contract signatory has the authority to enter into this contract on behalf of the Contractor. (vi) It is qualified and registered to transact business in all locations where required.

Warranties and Representations. The Contractor represents and warrants: (i) It is capable of fulfilling and will fulfill all of its obligations under this contract. The performance of all obligations under this contract must be provided in a timely, professional, and workmanlike manner and must meet the performance and operational standards required under this contract. (ii) The contract appendices, attachments, and exhibits identify the equipment, software, and services necessary for the Deliverable(s) to comply with the contract's requirements. (iii) It is the lawful owner or licensee of any Deliverable licensed or sold to Huron Valley Schools by Contractor or developed by the Contractor for this contract, and Contractor has all of the rights necessary to convey to Huron Valley Schools the ownership rights of access or licensed use, as applicable, of any Deliverable(s). None of the Deliverable(s) provided by Contractor to Huron Valley Schools, nor their use by Huron Valley Schools, will infringe the patent, trademark, copyright, trade secret, or other proprietary rights of any third party. (iv) If the Contractor procures any equipment, software, or other Deliverable(s) for Huron Valley Schools (including equipment, software, and other Deliverable(s) manufactured, re-marketed or otherwise sold by the Contractor or under the Contractor's name), then the Contractor must assign or otherwise transfer to Huron Valley Schools or its designees, or afford Huron Valley Schools the benefits of, any manufacturer's warranty for the Deliverable(s). (v) The contract signatory has the authority to enter into this contract on behalf of the Contractor. (viv) It is qualified and registered to transact business in all locations where required. (vi) Neither the Contractor nor any affiliates, nor any employee of either, has, will have, or will acquire, any interest that would conflict in any manner with the Contractor's performance of its duties and responsibilities to Huron Valley Schools or otherwise create an appearance of impropriety with respect to the award or performance of this contract. The Contractor must notify Huron Valley Schools about the nature of any conflict or appearance of impropriety within two days of learning about it.