IBM Obligations Clause Samples
IBM Obligations. (a) IBM shall use the Empire Facilities for the sole and exclusive purposes of providing the Services under this Agreement. The use of Empire Facilities by IBM does not constitute a leasehold or other property interest in favor of IBM.
(b) IBM shall use the Empire Facilities in a manner that is coordinated, and does not interfere, with Empire's business operations. To the extent that IBM operates the space in a manner that materially and unnecessarily increases facility or other costs incurred by Empire, Empire shall notify IBM of such costs and IBM shall take such steps as may be necessary to reduce such facility costs to a level reasonably acceptable to Empire. IBM shall be responsible for any damage to the Empire Facilities resulting from the abuse, misuse, or negligence of IBM or other failure to comply with its obligations respecting the Empire Facilities, and Empire shall have the right to set off the reasonable and actual cost of repairing any such damage against charges payable to IBM under this Agreement, in accordance with Section 14.6.
(c) IBM shall keep the Empire Facilities in good order, not commit or permit IBM personnel to commit waste or damage to Empire Facilities or use Empire Facilities for any unlawful purpose or act, and shall comply with Empire's standard policies and procedures and with applicable leases as these are made available to IBM regarding access to and use of the Empire Facilities, including procedures for the physical security of the Empire Facilities.
(d) IBM shall not make improvements or changes to the Empire Facilities without Empire's prior written approval. Any improvements to the Empire Facilities will become the property of Empire.
(e) When the Empire Facilities are no longer required for performance of the Services, IBM shall restore the Empire Facilities to substantially the same condition as when IBM began use of them in the case of (i) damage caused by IBM or its agents (subject to reasonable wear and tear); and (ii) unauthorized changes to the Facilities.
IBM Obligations. 39 8.7 Migration...........................................................39 Empire/IBM CONFIDENTIAL FINAL EXECUTION COPY
IBM Obligations. (i) IBM shall use the MSDW Facilities for the sole and exclusive purpose of providing the Services, except as otherwise approved by MSDW in writing (including as approved by MSDW pursuant to any node license agreements), which approval may be withheld at MSDW's sole discretion. The use of such facilities by IBM shall not constitute a leasehold interest in favor of IBM, IBM Personnel or IBM customers.
(ii) IBM shall use the MSDW Facilities in a reasonably efficient manner. {*} IBM shall be responsible for any damage to the MSDW Facilities resulting from the abuse, misuse, neglect or gross negligence of IBM, its employees and subcontractors or other failure to comply with its obligations respecting the MSDW Facilities.
(iii) IBM, its employees and agents shall keep the MSDW Facilities in good order, not commit or permit waste or damage to such facilities, not use such facilities for any unlawful purpose or act, and comply with MSDW's standard policies and procedures regarding access to and use of such facilities (including procedures for the physical security of the MSDW Facilities) that are (A) made available to IBM, and {*}.
(iv) IBM shall permit MSDW and its agents and representatives to enter into those portions of the MSDW Facilities occupied by IBM Personnel at any time to perform facilities-related services.
(v) IBM shall not make any improvements or changes involving structural, mechanical or electrical alterations to the MSDW Facilities without MSDW's prior written approval. Any improvements to the MSDW Facilities will become the property of MSDW.
(vi) When the MSDW Facilities are no longer required for performance of the Services, IBM shall return such facilities to MSDW in substantially the same condition as when IBM began use of such facilities, subject to reasonable wear and tear. {*} = CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
IBM Obligations. Without limiting the generality of Section 18.2(A):
(1) IBM Personnel shall not attempt to access, or allow access to, any Federal-Mogul Data which they are not permitted to access under the Country Agreement pursuant to which such personnel are providing Services. If such access is attained, IBM shall immediately report such incident to Federal-Mogul, describe in detail the accessed Federal-Mogul Data and return to Federal-Mogul any copied or removed Federal-Mogul Data.
(2) IBM shall utilize commercially reasonable efforts, including through systems security measures, to guard against the unauthorized access, alteration or destruction of Systems and Federal-Mogul Data. With respect to those Systems that are provided or maintained by IBM, such measures shall include the installation of Software that: (a) requires all users to enter a user identification and password prior to gaining access to the Systems; (b) controls and tracks the addition and deletion of users; and (c) controls and tracks user access to areas and features of the Systems.