HDI Clause Samples

HDI. HDI (individually and on behalf of HDI Affiliates ) hereby represents and warrants and covenants that: 8.2.1 HDI and each of its HDI Affiliates is duly qualified, authorized or licensed and in good standing in all jurisdictions necessary to carry out their respective obligations under this Agreement; 8.2.2 the execution, delivery and performance by HDI and its HDI Affiliates of their respective obligations under this Agreement, including, without limitation, the delivery of Customer Information to Encore hereunder, will not result in a violation of or conflict with any law, regulation, or contract to which HDI or any such Client, or any of their respective affiliates and subsidiaries, is a party; 8.2.3 all of the services to be performed by HDI and its HDI Affiliates hereunder will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable, trained and qualified personnel; 8.2.4 all obligations owed to third parties with respect to the activities contemplated to be undertaken by HDI and its HDI Affiliates pursuant to this Agreement are or will be fully satisfied by HDI and HDI Affiliates, as the case may be, so that Encore will not have any obligations with respect thereto; 8.2.5 each of HDI and its HDI Affiliates will comply with all applicable federal, state and local laws in the performance of its obligations hereunder; 8.2.6 each of HDI and its HDI Affiliates shall comply with all prevalent self-regulatory guidelines or industry standards which may be in effect from time to time; and 8.2.7 the materials used by each of HDI and its HDI Affiliates in fulfilling its obligations under this Agreement shall not infringe upon any third party intellectual property right.

HDI. HDI shall have and continue to keep in force for the life of this Agreement , (i) full product liability insurance coverage with a broad form vendor endorsement, in amounts not less than $1 million per occurrence and $2 million in the aggregate and (ii) full advertising injury liability insurance coverage for errors and omissions relating to advertising claims for the Program catalogs with the same limits of coverage. This product liability insurance coverage will list Capital One Services, Inc. ("COS") and Capital One Bank ("COB"), jointly and severally, as an additional named insured, and will provide that the coverage will not be modified or terminated without at least 30 days prior written notice to Capital One. Within thirty (30) days of execution of this Agreement, HDI shall provide to Capital One a certificate evidencing such insurance coverage.