By Amdocs Clause Samples
By Amdocs. If Subcontractor:
(a) commits a material breach of this Agreement, which breach is not cured within [**] days after notice of the breach from Amdocs;
(b) commits a material breach of this Agreement which is not capable of being cured within [**] days;
(c) commits numerous breaches of its duties or obligations which collectively constitute a material breach of this Agreement;
(d) makes an unpermitted assignment of this Agreement; then Amdocs may, by giving notice to Subcontractor, terminate this Agreement with respect to all or any part of the Services as of a date specified in the notice of termination. If Amdocs chooses to terminate the Agreement in part, the fees payable under the Agreement will be equitably adjusted in accordance with this Agreement.
By Amdocs. Amdocs shall defend, indemnify and hold Sprint, its Affiliates, and their respective employees, officers, directors, agents, successors and assigns ("Sprint Indemnitees") harmless from and against any and all liabilities, losses, costs, damages, and expenses, including reasonable attorney's fees, arising out of any claim by any Third Party against a Sprint Indemnitee for actual or alleged infringement of any patent, trademark, copyright, or similar property right including misappropriation of trade secrets, (x) based upon the Amdocs Standard Materials, the Documentation, the Customized Materials, or any Third Party technology used by Amdocs in providing the Services (collectively, the "Services Technology") or (y) to the extent that it is an Amdocs-Generated Claim. Also, notwithstanding the foregoing, Amdocs shall indemnify the Sprint Indemnitees to the extent an infringement or claim of infringement could have been avoided by moving to a new release or version of the Services Technology and Amdocs was offered the new release or version and did not move to same. Amdocs may, in its reasonable discretion, either procure a license to enable Sprint to continue to use, or receive the benefit of, such Services Technology or develop or obtain a non-infringing substitute reasonably acceptable to Sprint. Amdocs shall have no obligation to indemnify Sprint for any such claim or action to the extent that it is based upon: (i) modification of a program or machine by Sprint, any Third-Party contractor to Sprint, or any agent of Sprint unless such modification (whether made by Sprint or any such contractor or agent) has been approved in advance by Amdocs; (ii) Sprint's combination, operation or use with apparatus, data or programs neither furnished nor approved by Amdocs; (iii) the use by Sprint of any software provided to Sprint by any Third Party other than in accordance with relevant software licenses whether or not such license agreements are provided to Amdocs; (iv) the use, in accordance with the applicable license agreement, of software owned by or licensed to Sprint by a party other than Amdocs and supplied by Sprint to Amdocs; or (v) any exact procedure, style, or graphic that Sprint requires Amdocs to follow or use in developing the Customized Product (such requirements, the "Sprint Requirements") (the occurrences set forth in clauses (i) through (v) above, the "Sprint-Generated Claims"). For the avoidance of doubt, the exception from Amdocs' indemnification o...
By Amdocs. In the event that SBC fails to pay Amdocs undisputed Charges for [**] after the payment due date therefor and fails to cure such default within [**] of notice from Amdocs of the possibility of termination for failure to make such payment, Amdocs may, by notice to SBC, terminate this Agreement.
By Amdocs. Amdocs may only terminate in accordance with the following:
(i) In the event that AT&T fails to pay Amdocs undisputed Charges for [**] after the payment due date therefor and fails to cure such default within [**] of notice from Amdocs of the possibility of termination for failure to make such payment, then Amdocs may, by notice to AT&T, terminate this Agreement.
(ii) In the event that it is finally determined by a competent authority that AT&T committed a material breach of its obligations under SECTIONS 6.9(B) or 13 relating to Amdocs intellectual property rights in the source code of Amdocs Owned Materials and AT&T materially fails to cure such breach and establish reasonable safeguards, within [**] of written notice from Amdocs of its intention to terminate under this Section, to prevent the same or similar breaches from reoccurring in the future, then Amdocs may, by notice to AT&T, terminate [**].