From Customer Sample Clauses

From Customer. Customer represents and warrants that: (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement; (b) it has accurately identified itself and it has not provided any inaccurate information about itself to or through the System; and (c) it is a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law.
Sample 1Sample 2Sample 3See All (14)
From Customer. Customer represents and warrants that:
Sample 1Sample 2Sample 3See All (7)
From Customer. If Customer fails to pay any sum due within the specified schedule, except under those conditions defined as Force Majeure or due to Supplier’s fault, Supplier may claim from Customer as liquidated damages a sum equivalent to zero point one percent (0.1%) of the overdue amount, which shall be applied on daily basis, from the due date until the full settlement of the delayed payment. In any event, the aggregate sum of liquidated damages for any such delay shall not exceed one percent (1%) per month of the outstanding unpaid balance due.
Sample 1Sample 2Sample 3See All (5)
From Customer. Customer will defend and indemnify Company and Company’s Associates against any claim brought against Company by a third party arising out of or relating to any Excluded Matter, and Customer will pay all damages finally awarded against Company by a court of competent jurisdiction as a result of such claim. In addition, Customer shall indemnify and defend Company and Company’s Associates against any third party claim, suit, or proceeding arising out of or related to Customer's alleged or actual use of, misuse of, or failure to use the System, including without limitation: (a) claims by other Users or by Customer's employees; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including Customer data; and (c) claims that use of the System through Customer’s account, including by other Users, harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified claims pursuant to the preceding sentence also include (d) claims related to the injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified claims listed above in this Section 14.2 include, without limitation, claims arising out of or related to Company’s negligence, but they exclude any claim that would constitute an indemnified Claim pursuant to Section 14.1 above.
Sample 1
From Customer. You represent and warrant that: (a) you have the full right and authority to enter into, execute, and perform your obligations under this Agreement and that no pending or threatened claim or litigation known to you would have a material adverse impact on your ability to perform as required by this Agreement; (b) you have accurately identified yourself and you have not provided any inaccurate information about yourself to us or through the Service; (c) you are a corporation, the sole proprietorship of an individual 18 years or older, or another entity authorized to do business pursuant to applicable law; (d) you will not have any authority to and will not make any representation or warranty on behalf of us or concerning the System other than the warranties contained in this Agreement. No other warranties may be made on behalf of us, including, without limitation, implied warranties of merchantability, satisfactory quality and/or fitness for a particular purpose or non- infringement. You shall not in any manner assume or create any obligation or responsibility, express or implied, on behalf of or in the name of us, or act for or bind us in any respect except as expressly permitted pursuant to this Agreement.
Sample 1Sample 2Sample 3
From Customer. Customer shall indemnify and defend Vendor and Vendor’s Associates (as defined below in Section Error! Reference source not found.) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of or related to: (a) Customer's alleged or actual use of, misuse of, or failure to use a Deliverable; or (b) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Customer or of any of its agents, subcontractors, or employees. Indemnified Claims listed in Subsection 5.2(a) above include, without limitation: (i) claims by or Customer’s employees, contractors, or other users (collectively, “Users”); and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information. Indemnified Claims listed above in Section 5.2(a) do not include any claim that would constitute an Indemnified Claim pursuant to Section 5.1(a) above.
Sample 1
From Customer. Except as otherwise provided herein, notices Customer sends to Harmonic under this Agreement must be in writing and sent at Customer’s own cost either (i) by email through the File 360 support portal on this web site, or (ii) by certified mail, return receipt requested, or nationally recognized courier (e.g., FedEx or U.P.S.) with a signature required to the following address: Harmonic Inc., 0000 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attn: General Counsel
Sample 1
From Customer. CUSTOMER represents and warrants to Incyte as follows:
Sample 1
From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
Sample 1

Related to From Customer

  • By Customer To the extent permitted by applicable law, Customer will defend Microsoft against any third-party claim to the extent it alleges that: (1) any Customer Data or non- Microsoft software hosted in an Online Service by Microsoft on Customer’s behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product or Fix, alone or in combination with anything else, violates the law or xxxxx a third party.

  • License to Customer Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer’s internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer’s internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor.

  • Customer The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.

  • Additional Requirements from Authorized Users An Authorized User may have distinct requirements that must be met by all individuals employed by or working for the Authorized User. The Contractor’s Staff Members will be expected to comply with these requirements as a condition of the placement.

  • Customer Focus Is dedicated to meeting the expectations and requirements of internal and external customers; gets first hand customer information and uses it for improvements in products and services; acts with customers in mind; establishes and maintains effective relationships with customers and gains their trust and respect Integrity and Trust Is widely trusted; is seen as a direct, truthful individual; can present the unvarnished truth in an appropriate and helpful manner; keeps confidences; admits mistakes; doesn’t misrepresent him/herself for personal gain. Drive For Results Can be counted on to exceed goals successfully; Is constantly and consistently one of the top performers; very bottom line oriented; steadfastly pushes self and others for results. Role Specific Competencies Managing diversity Manages all kinds and classes of people equitably; deals effectively with all races, nationalities, cultures, disabilities irrespective of age and gender; supports equal and fair treatment and opportunity for all Priority Setting Spends own time and the time of others on what is important; can quickly sense what will help or hinder when seeking to accomplish goals; eliminates roadblocks; creates focus Problem Solving Uses logic and established processes to solve difficult problems and achieve effective solutions; can see hidden problems; Is excellent at honest analysis; looks beyond the obvious ; doesn’t stop at the first answers KEY RELATIONSHIPS Within Southern DHB External to Southern DHB • AHS&T Professional Leaders (PLs) • Clients, patients, families, whanau and caregivers • Multi-disciplinary colleagues • Services from the community, funding bodies, student or intern clinical liaison staff • Operational manager • Primary care - GPs, other medical staff • AHST Professional Development Facilitator • Relevant professional organisations • Administration staff • Other service providers PERSON SPECIFICATION: ESSENTIAL DESIRABLE Education and Qualifications • Bachelor of Oral Health or equivalent. • Registered with Dental Council of New Zealand and hold a current Annual Practicing Certificate. Knowledge/Skills/Experience Clinical practice • Recognise oral abnormalities and disease, and prevent, diagnose and treat dental caries and other such diseases as required as per scope of practice. • Refer appropriately. • Be responsible for maintaining a high standard of oral health in a group of children, through oral health education, regular examination and treatment and application of preventive measures. • A high level of interpersonal and communications kills • Ability to work in a supportive and honest manner. • Ability to motivate. • Able to gain peer credibility and respect. • Accept responsibility for own actions. • Possess the ability to problem solve and demonstrate initiative. Dental Health Education • Provide individual Dental Health Education to children parents/caregivers as required. • In association with the Oral Health Promotors plan and deliver Dental Health Education and promotion to groups as required. • Act as a resource person for teaching staff, in order to provide up to date and accurate Dental Health information. KEY RESULT AREAS: Key Accountabilities: Example of successful delivery of duties and responsibilities Clinical Practice Legislative requirements • Practise in accordance with relevant legislation, codes, policies etc. and upholds consumer rights • Uphold professional code of ethics • You adhere to professional and legislative standards of practice • You work according to the scope of your Annual Practising Certificate Assessments and interventions • Undertake accurate and comprehensive assessments and evaluations • Your interventions are realistic and based on best practice • Plan and implement appropriate interventions • Provide relevant education - including any relevant alternative options - in a format that can be clearly understood • Collaborate with patients to set realistic, patient- centred outcomes • You use standard measurement tools and equipment as set down by departmental or professional protocols Documentation • Maintain confidentiality of patient information and documentation • Adhere to SDHB’s documentation standards • Your documentation is timely, clear, concise and accurate Culturally Sensitive Practice • Practices in a culturally safe manner • You assist patients to gain appropriate support and representation which reflects their cultural needs and preferences. Professional Responsibilities Working in a collegial manner • Contribute to the support and education of colleagues and students to enhance development of the profession • Participate in and contribute to the functioning of the team • Establish and maintain an effective working relationship with other staff • You have formal and informal systems in place for supporting colleagues • You maintain supervision records for students • You participate as a team member to ensure the best outcomes for patients/ people Evidence-based practice and research • Consistently refer to and relate practice to literature and research • Critique, discuss and disseminate evidence based best practice • Reflect on and evaluate the effectiveness of own practice • You implement evidence-based best practice procedures and guidelines • You updates your knowledge related to best practice guidelines and area of practice • You maintain a professional portfolio or participate in an approved CPD programme (as per professional requirements) Time management • Manage own time adopting a disciplined approach to establishing and following identified role-related priorities • Your tasks are scheduled and completed in a timely manner Professional development • Develop and maintain professional competency • Appraisal, peer review, observed practice or other professional audits as applicable • Develop both personally and professionally to meet the changing needs of your career and profession • You hold current registration where applicable or as required • You maintain an up-to-date professional development plan Other Duties Undertaking duties from time to time that may be in addition to those outlined above but which fall within your capabilities and experience. Act as a role model for the Southern DHB Organisational Values. • You respond positively to requests for assistance in own and other areas, demonstrating adaptability and willingness. • You produce work that complies with SDHB processes and reflects best practice. • Research undertaken is robust and well considered. • Live and support the DHB values in everything you do. Professional Development – self Identifying areas for personal and professional development. • Training and development goals are identified/agreed with your manager. • Performance objectives reviewed annually with your manager. • You actively seek feedback and accept constructive criticism. Health, Safety and Wellbeing Taking all practicable steps to ensure personal safety and the safety of others while at work, in accordance with the Southern DHB’s Health, Safety and Wellbeing policies, procedures and systems. • You understand and consistently meet your obligations under Southern DHB’s Health and Safety policy/procedures. • You actively encourage and challenge your peers to work in a safe manner. • Effort is made to strive for best practice in Health and Safety at all times. Treaty of Waitangi Giving effect to the principles of the Treaty of Waitangi – Partnership, Participation and Protection through your interaction with others on a day to day basis. • Partnership – You interact in good faith and in the nature of a partnership. There is a sense of shared enterprise and mutual benefit where each partner takes account of the needs and interests of the other. • Participation – You work in partnership with our treaty partners to enable our organisation to prosper. You are mindful of the varying socio- economic conditions that face our people and work hard to remove barriers of access to health and education. • Protection – You work proactively to protect the rights and interests of Māori, including the need to proactively build the capacity and capability of Māori. Note: the above example measures are provided as a guide only. The precise performance measures for this position will require further discussion between the job holder and manager. CHANGES TO POSITION DESCRIPTION From time to time it may be necessary to consider changes to the position description in response to the changing nature of our work environment – including technological requirements or statutory changes. This Position Description may be reviewed as part of the preparation for your annual performance and development review. Acknowledged / Accepted: .............................................................................................................. ..................................................................... Employee Date .............................................................................................................. .....................................................................

  • Contract Migration Authorized Users holding individual Contracts with a Contractor at the time that Contractor is awarded a Centralized Contract for the same Products or services shall be permitted to migrate to that Centralized Contract effective with its commencement date. Such migration shall not operate to diminish, alter or eliminate any right that the Authorized User otherwise had under the terms and conditions of their individual Contract.

  • Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.