By Supplier. Supplier represents and warrants that:
By Supplier. If Supplier terminates Support Services for its convenience, OEM’s sole and exclusive remedy and Supplier’s sole and exclusive obligation will be to refund to OEM the portion of any pre-paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then-current Support Services period.
By Supplier. 12.3 No provisions of the Order shall be waived or shall be construed to be waived by either party unless such waiver is in writing and signed by an authorized agent of the waiving party. No failure on the part of either party to exercise any of the rights and remedies granted hereunder or to insist upon strict compliance by the other party, and no acceptance of full or partial performance during the continuance of such breach, and no custom or practice of the parties at variance with the terms hereof, shall constitute a waiver of the right to demand exact compliance with the terms hereof. A waiver by either party of any specific default shall not affect nor impair the rights of said party with respect to any delay or omission to exercise any rights arising from any other default. Supplier hereby waives use of the Statute of Frauds as a defense to any Order accepted under these SBA Terms and Conditions.
By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the Licensed Technology for purposes of the License. The Parties agree that Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License; provided, however, that if Supplier makes improvements available to buyers similarly situated to Buyer in terms of project scope and fees paid, Supplier also shall make such improvements available to Buyer on terms at least as favorable to Buyer as the terms generally provided to such similarly situated buyers.
By Supplier. Supplier represents, warrants and covenants as follows:
By Supplier. Any improvement hereafter made by or for Supplier or any of its Affiliates in the Licensed Technology that is approved and adopted by Supplier for use by Buyer under this Agreement shall be included in the “Licensed Technology.” The Parties agree that due to the background and expertise of Supplier and its Affiliates in the Licensed Technology and its vested interest in maintaining the quality of its products, Supplier may decide in its sole discretion which improvements it shall approve and adopt for purposes of Buyer’s use under the License.
By Supplier. Subject to the limitation of liability at clause 8.3 and the procedures set forth at clause 7.3, Supplier shall defend any claim, demand, action or proceeding against Buyer asserting that the New Material infringe any Intellectual Property Rights of any third party and shall pay any final judgements awarded or settlements entered into with such third party. Notwithstanding the above, Supplier shall have no liability under this clause 7.2 to the extent that any claim thereof is based upon: (a) compliance with Buyer Material or any instructions provided by Buyer, (b) use of New Material for a purpose for which it was not designed or not contemplated under this Agreement, or (c) modifications of such New Material by anyone other than Supplier where the unmodified version of such New Material would not be infringing. In the event that any New Material becomes the subject of a claim of infringement of any Intellectual Property Right of any third party, Supplier shall, at its expense and option either (i) procure for Buyer the right to continue using the New Material or the allegedly infringing part thereof or (ii) replace or modify such New Material to make it non-infringing, provided that the replacement or modified New Material has the same or additional functionality and comparable or better performance characteristics than the allegedly infringing New Material. If neither of the foregoing solutions is commercially practicable, Supplier may terminate this Agreement. This shall be the only liability incurred by Supplier in such a circumstance.
By Supplier. Supplier covenants and agrees with PacifiCare that during the Term and the Termination Assistance Period:
By Supplier. Supplier shall notify Customer immediately upon discovery of any unauthorized use or disclosure of Medtronic Confidential Information, and shall cooperate with Customer to help Customer regain possession of the Medtronic Confidential Information, mitigate any harmful effects, and prevent its further unauthorized use or disclosure.
By Supplier. Supplier will indemnify, hold harmless and defend Control4, at Supplier’s expense, against any loss, injury, expense or damage arising from any claim brought against Control4 alleging that its sale of the Products in accordance with the terms of this Agreement infringes a third party’s copyright, patent or trade secret or other intellectual property rights, and will indemnify and hold Control4 harmless against all losses in connection with any such claims.
