Topic Description. Remedies Xxxxxx Mae may seek immediate equitable relief to enjoin any unauthorized use or disclosure of Confidential Information, in addition to all other rights and remedies it may have at law or otherwise. Exclusions The obligations in this section do not apply to information that is or becomes public through no fault of Licensee, was previously known or is disclosed to Licensee free of any obligation to keep it confidential or is independently developed by Licensee without reference or access to the Confidential Information. Disclosure required by applicable law The restrictions on disclosure to a third party do not apply to the extent Licensee is required to disclose the Confidential Information by applicable law, provided that Licensee: uses all reasonable efforts to give Xxxxxx Xxx notice at least ten business days prior to such disclosure, and discloses only that portion of the Confidential Information that Licensee’s legal counsel determines is legally required to be furnished, and requests that the information remain confidential. This notice requirement is waived if Licensee is required by law to disclose in confidence confidential information in response to a request from a governmental agency, regulator or self‐regulatory authority that has authority to regulate or oversee Xxxxxx Mae’s business (including bank examiners, securities examiners, and regulators’ inspector general offices), so long as Licensee formally requests that the Confidential Information be treated in confidence and exempt from FOIA and other open records laws requests. Xxxxxx Xxx may remove from Xxxxxx Mae’s systems any material transmitted by Licensee that Xxxxxx Xxx determines is in violation of law or the Agreement or that Xxxxxx Mae determines may lead to a Performance Incident or Data Breach. Xxxxxx Xxx has no obligation to remove, screen, police, edit or monitor any data or other material generated by Licensee or its Related Parties. Licensee may provide feedback in connection with a new process, technology, technology upgrade, or service offering yet to be released into production by Xxxxxx Mae. The feedback may include comments and recommendations. When Licensee provides such feedback, it grants Xxxxxx Xxx an unlimited, worldwide, perpetual, and irrevocable license under Licensee’s intellectual property rights, without duty to account, to disclose, incorporate, practice, deploy, or adapt such feedback. Xxxxxx Mae may at times share loan quality and loan performan...
Topic Description. Severability If any provision of this Agreement is declared invalid or unenforceable, then, to the extent possible, all of the remaining provisions of this Agreement will remain in full force and effect.
Topic Description. Term The Agreement will remain in effect until terminated as provided in the Agreement (or any applicable Schedule with respect to a Licensed Application). Termination Either party may terminate the Master Terms or any Schedule(s) at any time, for any reason, upon 90 days’ written notice to the other party. In addition, Xxxxxx Xxx may terminate the Master Terms or any Schedule(s) or suspend or terminate Licensee’s access to one or more Licensed Application immediately upon written notice to Licensee if: Licensee has committed a breach of the Master Terms or any Schedule(s), Licensee attempts to cause or causes a Licensed Application or Xxxxxx Mae system to malfunction or suffer damage, Licensee enters into any proceeding that relates to insolvency or protection of creditor’s rights, Licensee’s Mortgage Selling and Servicing Contract with Xxxxxx Xxx is suspended or terminated in whole or in part, Xxxxxx Mae determines that it no longer has the right to provide a Third Party Application to Licensee, or in accordance with Section 11.1 At Xxxxxx Mae’s sole discretion, Licensee may be given the opportunity to cure a breach that Xxxxxx Mae determines to be curable. In such case, the cure period will run for 30 days from receipt of the notice of the breach, or such time as Xxxxxx Xxx allows in the notice, provided that Licensee diligently pursues the cure throughout that period. Survival Neither party will have any continuing obligations to the other upon the effective date of termination except that any provisions of the Agreement that contemplate their continuing effectiveness, including “Additional Provisions” and “Unauthorized Representations” in Section 3, Sections 4, 5.2 through 5.11, 7 through 10, “Survival” and “Certain Licensee Termination Obligations” in Section 12, Section 13 and Sections A1 through A10 of Appendix A, survive any termination of the Master Terms or a Schedule. Certain Licensee Termination Obligations Upon termination of the Master Terms or any individual Schedule, Licensee must (a) return or destroy all copies of Confidential Information received in connection with the Master Terms or the terminated Schedule(s), (b) immediately cease accessing and using the applicable Licensed Materials, and (c) destroy all copies of the associated documentation delivered (or made available) by Licensee. Upon request from Xxxxxx Mae, Licensee must have a duly authorized officer of Licensee certify Licensee’s compliance with this sectio...
Topic Description. Licensee Responsibilities Licensee must: Take appropriate steps to ensure the security, integrity, and confidentiality of Confidential Information and must comply with all relevant applicable laws and regulations, including laws protecting borrower privacy. Not disclose Confidential Information to third parties, without Xxxxxx Mae’s prior written approval, except on a need‐to‐know basis to Licensee’s partners, Topic Description affiliates, officers, employees, directors, contractors, counsels, agents or representatives, provided they are subject to confidentiality obligations at least as stringent as those set forth in this Section A3. Not use Confidential Information in any way that could be viewed as a conflict of interest, a breach of confidentiality or privacy, or the gaining of an unfair advantage from the relationship with Xxxxxx Xxx. Implement commercially reasonable measures meeting or exceeding industry standards to ensure the security, integrity, and confidentiality of Confidential Information, including using industry‐standard encryption for data in transit and virus checking programs designed to prevent the transmission and receipt of viruses and other malicious code, implementing appropriate disaster recovery and back‐up procedures, implementing appropriate procedures to prevent disclosure of data and other materials to a party other than the intended recipient, and employing methods for securely disposing or destroying such information. These measures must meet, at least, the same level of protection that the Receiving Party seeks for its own information of a similar nature. Licensee must collaborate with Xxxxxx Mae in assessing the sufficiency of these measures and Licensee’s information security program, upon reasonable request. Instruct its Related Parties who may receive Confidential Information about the requirements of this Section A3, and the processes and procedures necessary to comply with them. Comply with all reasonable security policies and procedures required by Xxxxxx Xxx related to the access and use of Xxxxxx Mae’s systems or any Licensed Materials. Not transmit to Xxxxxx Mae’s systems any materials that contain bugs, viruses, worms or other functions, routines, devices or instructions which may create any unauthorized access or damage to, or interruption in the functioning of, the Licensed Application or Xxxxxx Mae’s systems. Restrictive Legends Licensee must abide by and reproduce and include any restrict...
Topic Description. License Xxxxxx Xxx grants Licensee a non‐exclusive, non‐transferable, non‐sublicensable, revocable license under Xxxxxx Mae’s intellectual property rights to access and use the Licensed Materials through its Authorized Users. Unless otherwise provided in the relevant Schedule, the Licensed Application is licensed to Licensee on a company‐wide subscription basis. Right to Copy Documentation Licensee may copy the documentation (other than the documentation of Third‐Party Licensors) to the extent necessary to exercise the license. Restrictions on Use Licensee’s license is subject to the following restrictions: Licensee and its Authorized Users may only access and use the Licensed Materials for Licensee’s internal mortgage‐related business purposes and for their intended use; Licensee must not resell, sublicense, distribute, allow access to or otherwise make any part of the Licensed Materials available to any person except as permitted under the Agreement; Licensee must not (a) attempt to disable or circumvent any technological measure that controls access to the Licensed Application, (b) attempt to reverse engineer, decompile or otherwise derive the source code or any trade secrets from the Licensed Application, or (c) engage in any conduct intended to interfere with the operation of the Licensed Application except to the extent that such activity is expressly permitted by applicable law; and Licensee must not modify, alter, translate or create derivative works based upon the Licensed Materials. Extraterritorial Use Licensee may access and use the Licensed Materials outside of the United States as expressly permitted in an applicable Schedule, but only in connection with properties located in the United States and its territories.
Topic Description. No confusion Licensee may not use the Marks in the promotion of its products or services in a way that is likely to cause confusion, mistake or likely to deceive the public about the actual source or sponsor of the products or services. Services and products to comply with applicable requirements Licensee’s right to use Xxxxxx Xxx Xxxxx under this license is conditioned on Licensee’s agreement that the nature and quality of all services that it provides, offers, or sells in connection with its use of the Marks will meet industry standards and comply with Xxxxxx Mae’s requirements. Licensee may use a Xxxx only in connection with the particular products or services for which Xxxxxx Mae uses the Xxxx or for which Xxxxxx Mae has registered (or applied to register) to use the particular Xxxx. If Licensee is not certain about the characteristics of the products or services for which the particular Xxxx is to be used, it should request clarification from Xxxxxx Xxx. No right to challenge Licensee has no right to challenge the validity or enforceability of the Marks, to sublicense the use of any the Marks, or to benefit from the value of any good will that might be created by Licensee’s use of the Marks. Xxxxxx Mae’s remedies If Xxxxxx Xxx believes that Licensee’s referencing of Xxxxxx Xxx Xxxxx does not comply with the requirements in this Agreement, Xxxxxx Xxx may require Licensee to immediately either comply with the Agreement or discontinue use of the Marks. If appropriate, Xxxxxx Mae may pursue equitable remedies, including specific performance or injunctive relief, to remedy Licensee’s breach. Termination The license to use the Marks is terminated automatically when this Agreement is terminated or, as applied to a Licensed Application, when Licensee’s license in the Licensed Application is terminated. Xxxxxx Xxx also may terminate the license to use the Marks in connection with a default under this Agreement or if there is a material breach of the Xxxxxx Mae trademark license, even if Xxxxxx Xxx decides not to terminate this Agreement in whole or in part.
Topic Description. Foreign Users Licensee must ensure that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other party does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third-Party Providers and Xxxxxx Xxx are not partners, joint venturers, representatives or agents of each other.
Topic Description. License Xxxxxx Xxx grants Licensee a non‐exclusive, non‐transferable, non‐sublicensable, revocable license under Xxxxxx Mae’s intellectual property rights to access and use the Licensed Materials through its Authorized Users. Unless otherwise provided in the relevant Schedule, the Licensed Application is licensed to Licensee on a company‐wide subscription basis. Right to Copy Documentation Licensee may copy the documentation (other than the documentation of Third‐Party Licensors) to the extent necessary to exercise the license. Restrictions on Use Licensee’s license is subject to the following restrictions: Licensee and its Authorized Users may only access and use the Licensed Materials for Licensee’s internal mortgage‐related business purposes and for their intended use; Licensee must not resell, sublicense, distribute, allow access to or otherwise make any part of the Licensed Materials available to any person except as permitted under the Agreement; Licensee must not (a) attempt to disable or circumvent any technological measure that controls access to the Licensed Application, (b) attempt to reverse engineer, decompile or otherwise derive the source code or any trade secrets from the Licensed Application, or (c) engage in any conduct intended to interfere with the operation of the Licensed Application except to the extent that such activity is expressly permitted by applicable law; and Licensee must not modify, alter, translate or create derivative works based upon the Licensed Materials. Extraterritorial Use Licensee may access and use the Licensed Materials outside of the United States and its territories as expressly permitted in an applicable Schedule, but only in connection with GRANT OF RIGHTS AND IMPOSITION OF OBLIGATIONS properties located in the United States and its territories. However, in no event may Licensee access or use NPI outside of the United States. Licensee represents and warrants that any access and use of the Licensed Materials outside the United States will comply with all applicable foreign and domestic laws, and Licensee will indemnify and hold Xxxxxx Xxx harmless from all Xxxxxx Mae Losses that are based on or result from its access and use of the Licensed Materials outside of the United States (for SF Lenders, in accordance with the indemnification procedures set forth in the Selling Guide and for all other licensees in accordance with the indemnification procedures set forth in Appendix A). Schedule(s) A Schedule is...
Topic Description. Kiwi Property Holdings No. 2 Limited, as owner of land described in Plan Change 48; 2. Xxxxxx Xxxxx Land Development Limited, as owner of land described in Plan Change 49; and 3. Oyster Capital Limited, as owner of land described in Plan Change 50. Appointment The Development Parties agree to fund and procure the undertaking of the Infrastructure Works to provide services for the Developments. Commencement Date The date on which all conditions precedent to the Infrastructure Funding Agreement have been satisfied or waived. Conditions Precedent The obligations of the parties under the Infrastructure Funding Agreement will be conditional upon: • Approval by Council of the relevant plan changes for each Development or any other approval that has the same effect such as fast track approval under the COVID-19 Recovery (Fast-track Consenting) Act 2020; and • Obtaining all required consents and approvals in order to undertake the Infrastructure Works; and • Approval by the board of directors of each Development Party Term Ongoing from the Commencement Date, until the expiry or termination of the Infrastructure Funding Agreement. Infrastructure Works The Infrastructure Works will comprise roading works, to be more particularly defined in the Infrastructure Plan, applicable specifications and the Consents. The Development Parties will select one or more contractors to undertake the Infrastructure Works. The Development Parties will ensure that the Infrastructure Works will be undertaken in accordance with the Infrastructure Plan, applicable specifications and the Consents.
Topic Description. Funding The Development Parties will fund the undertaking of the Infrastructure Works in proportions determined following a beneficiary analysis for each portion of the works, on the principle that each Development Party will fund its share of the relevant portion of work based on causation. Payment Arrangements The Development Parties will agree a project budget for the Infrastructure Works and will promptly notify each other of any known or anticipated material changes to the project budget. Funds will be made available on a monthly basis to make payments to the contractor(s) appointed to undertake the Infrastructure Works (as certified by the engineer to contract). The Development Parties may agree to appoint an independent certifier to oversee the payment and draw down arrangements. Infrastructure Plan An Infrastructure Plan for the delivery of the Infrastructure Works is set out in the Appendix to this Term Sheet and will be further detailed in the Infrastructure Funding Agreement.
