Disabling Code Clause Samples

Disabling Code. Service Provider represents, warrants and covenants that, without the prior written consent of DIR, Service Provider shall not insert into the Software any code that could be invoked to disable or otherwise shut down all or any portion of the Software, Equipment and/or Systems. Service Provider further represents, warrants and covenants that, with respect to any disabling code that may be part of the Software, Service Provider shall not invoke or cause to be invoked such disabling code at any time, including upon expiration or any termination of this Agreement, without DIR's prior written consent. Service Provider also represents, warrants and covenants that it shall use commercially reasonable efforts to not use Third Party Materials consisting of Software containing disabling code without the prior approval of DIR. For purposes of this provision, code that serves the function of ensuring software license compliance (including passwords) shall not be deemed disabling code, provided that Service Provider will use commercially reasonable efforts to attempt to learn from third parties whether such code is included in third party products and will notify DIR accordingly and obtain DIR's approval prior to installing such code in any Software, Equipment or System.

Disabling Code. Without the prior written consent of the other Party, neither Party shall insert into the Systems any code that would disable or otherwise shut down all or any portion of the Services. Neither Party shall invoke any disabling code embodied in the Systems or the Avis Software at any time, including upon expiration or termination of this Agreement, for any reason, without the other's prior written consent.

Disabling Code. Software may be provided to Buyer with code that allows Cellebrite to disable such Software. Any Updates or Upgrades to Software may include disabling code. Cellebrite agrees not to invoke such disabling code except as provided for in Section 9.B, without ▇▇▇▇▇’s prior consent, which may be given by telephone or email.

Disabling Code. Successful Respondent represents, warrants, and covenants that, without the prior written consent of DIR, Successful Respondent shall not insert into the Software any code that could be invoked to disable or otherwise shut down all or any portion of the Software, Equipment, and/or Systems. Successful Respondent further represents, warrants, and covenants that, with respect to any disabling code that may be part of the Software, Successful Respondent shall not invoke or cause to be invoked such disabling code at any time, including upon expiration or any termination of this Agreement, without DIR's prior written consent. Successful Respondent also represents, warrants, and covenants that it shall use commercially reasonable efforts to not use Third Party Materials consisting of Software containing disabling code without the prior approval of DIR. For purposes of this provision, code that serves the function of ensuring software license compliance (including passwords) shall not be deemed disabling code, provided that Successful Respondent will use commercially reasonable efforts to attempt to learn from third parties whether such code is included in third party products and will notify DIR accordingly and obtain DIR's approval prior to installing such code in any Software, Equipment, or System.

Disabling Code. Supplier represents, warrants and covenants that, without the prior written consent of Ascension Health, Supplier shall not insert into the Software any code that could be invoked to disable or otherwise shut down all or any portion of the Services. Supplier further represents, warrants and covenants that, with respect to any disabling code that may be part of the Software, Supplier shall not invoke or cause to be invoked such disabling code at any time, including upon expiration or termination of this Agreement for any reason, without Ascension Health’s prior written consent. Supplier also represents, warrants and covenants that it shall not use Third Party Software containing disabling code without the prior approval of Ascension Health. For purposes of this provision, code that serves the function of ensuring software license compliance (including passwords) shall not be deemed disabling code, provided that Supplier notifies Ascension Health in advance of all such code and obtains Ascension Health’s approval prior to installing such code in any Software, Equipment or System.

Disabling Code. Contractor represents and warrants that, without the prior written consent of the Agency, Contractor will not insert into Deliverables or the Agency Systems any code which would have the effect of disabling or otherwise shutting down all or any portion of the Deliverables or the Agency Systems (“Disabling Code”). Contractor further represents and warrants that Contractor will not invoke such Disabling Code at any time. If any Disabling Code is found to have been included in the Deliverables or the Agency Systems by virtue of Contractor’s breach of the foregoing representation or warranty, Contractor will indemnify the Agency for Losses incurred as a result of such breach.

Disabling Code. Lucent represents, warrants and covenants that, without the prior written consent of WinStar, Lucent shall not insert into any Deliverable any code which would have the effect of disabling or otherwise shutting down all or any portion of a Deliverable ("Disabling Code"). Lucent further represents, warrants and covenants that, with respect to any Disabling Code that may be part of any Deliverable, Lucent shall not invoke such Disabling Code at any time, including upon expiration or termination of this Agreement (in whole or in part) for any reason, without WinStar's prior written consent.

Disabling Code. Denim Group represents and warrants that it has taken reasonable steps to test the Software licensed pursuant to this Agreement for Disabling Code and to the best of its knowledge the Software is free from Disabling Code as of the date of delivery to Customer by Denim Group, whether initially or pursuant to Support. Denim Group will take commercially reasonable steps to have future Releases and Versions of the Software, if any, delivered to Customer pursuant to Support free of Disabling Code. Reasonable steps shall mean that Denim Group has used then-current industry standard tools which are designed to prevent inclusion of Disabling Code in the Software.

Disabling Code. First Data represents and warrants that, without the prior written consent of RCSI, First Data shall not knowingly insert into the First Data Software any code which would have the effect of disabling or otherwise shutting down all or any portion of the First Data Software or Production Services. First Data further represents and warrants that, with respect to any disabling code that may be part of the First Data Software, First Data shall not invoke such disabling code at any time, including upon expiration or termination of this Agreement for any reason, without RCSI’s prior written consent.