Licensee Responsibilities Clause Samples

Licensee Responsibilities. Licensee will provide Delphix with access to Licensee's sites and facilities during Licensee's normal business hours as reasonably required by Delphix to perform the Professional Services. Licensee will also make available to Delphix any data, information and any other materials reasonably required by Delphix to perform the Professional Services, including, but not limited to, any data, information or materials specifically identified in the statement of work (collectively, "Licensee Materials").

Licensee Responsibilities. The Licensee: 4.1.1 shall complete and submit a Premises condition report (“the Premises Condition Report”) within three (3) business days of the Occupation Date; 4.1.2 shall endeavour to complete and submit in cooperation with other occupants a condition report for the Shared Facilities (“the Shared Facilities Condition Report') within five (5) business days of the Occupation Date; 4.1.3 will keep the Premises and Shared Facilities clean, hygienic and free from rubbish; 4.1.4 will be charged for any damage, or other loss incurred to the Premises furniture and equipment which is a result of the carelessness or misconduct of the Licensee; 4.1.5 agrees to pay for any damage of or removal of items from Shared Facilities as a result of the carelessness or misconduct of any or all residents unless individual responsibility is determined. 4.1.6 will be charged for the cost of any additional cleaning that Swinburne determines necessary to keep the Premises and Shared Facilities clean and free from rubbish, which shall be attributed based on responsibility where the Shared Facilities are concerned; 4.1.7 shall notify Swinburne of any damage to or removal of items from the Premises and Shared Facilities as soon as the Licensee becomes aware of the damage or removal; 4.1.8 shall upon expiration or earlier termination of this Agreement leave the Premises and Shared Facilities in the same condition they were in at the Occupation Date (fair wear and tear and damage by fire, flood, tempest, earthquake and explosion excepted) as detailed on the last recorded Premises Condition Report and Shared Facility Condition Report. 4.1.9 At the expiration or termination of the Licence, the Licensee agrees to pay Swinburne, consistent with clauses 4.1.4, 4.1.5 and 4.1.6, for any loss or damage incurred by Swinburne on the following basis: (a) the rate for cleaning and repair costs are determined by the schedule of rates provided to, or made available to Licensee from time-to-time. The current schedule of rates will be made available to Licensees on the Swinburne Residence’s webpage. If the cost under this clause is greater than the published rate then Swinburne will provide the Licensee with a written quote before carrying out the works and charging the Licensee. (b) if the costs are not paid to Swinburne on demand, Swinburne will automatically deducted any amounts due under clauses 4.1.4 4.1.6 from the Security Deposit provided for under clause 2.4 of this Licence Agreement. If the...

Licensee Responsibilities. (a) In order to enable CMSI to more effectively perform its obligations under this Agreement, within ten (10) days after the Effective Date of this Agreement Licensee will designate a "Licensee Representative" who will be authorized to make decisions, approve plans and grant requests on behalf of Licensee in connection with CMSI's performance. Licensee agrees to provide CMSI with access to Licensee's computer system and Licensee's facility together with adequate working space at all reasonable times to enable CMSI to perform its obligations, and to cooperate fully with CMSI by making available to CMSI Licensee information, resources and personnel reasonably required by CMSI to perform its obligations hereunder. Licensee shall reimburse CMSI for its reasonable travel and related expenses incurred in connection with this Agreement. Licensee will be responsible for, and will use its best efforts to keep and maintain, backup copies of its files and information which it uses in conjunction with the Licensed Products. Licensee agrees that, commencing on the Acceptance Date and throughout the entire term of this Agreement it shall maintain a current Software Maintenance Agreement with CMSI for support of the Software, and that the License granted hereunder shall terminate automatically if and when such Software Maintenance Agreement is terminated. (b) Licensee represents and warrants, with respect to all material and information which Licensee discloses to CMSI in connection with CMSI's customization and/or enhancement of the Licensed Products or which Licensee utilizes in connection with the development of any Licensee Enhancements (such material and information hereinafter referred to as "Licensee Provided Information"), that Licensee either (i) owns all right, title, and interest in the Licensee Provided Information and is authorized to disclose same to CMSI for use in any way in connection with, or incorporation into, the Licensed Products; or (ii) is otherwise authorized to disclose same to CMSI, for use in any way in connection with, or incorporation into, the Licensed Products. Licensee agrees to indemnify CMSI and hold CMSI harmless from any loss or damage (including, but not limited to, reasonable attorney's fees and costs and any amounts agreed to pursuant to a settlement agreement) stemming from any suit or proceeding brought against CMSI, insofar as such suit or proceeding is based upon a claim that the Licensed Products infringe or constitute wrongfu...

Licensee Responsibilities. 5.1 The Licensee or any other person dealing for/through it shall be responsible for compliance of various statutory laws, as applicable and rules made thereunder, including but not limited to labour related legislations with regard to licensees business. The Licensee further covenants that it shall indemnify and keep the Licensor indemnified against any claims, demands, costs, charges, expenses, losses, whatsoever that may arise in connection with the Licensed Premises on account of any wilful contravention/ breach by the Licensee, except by an act of God, natural calamities or perils or any person dealing for/through it of any regulations and laws for the time being in force. 5.2 The Licensee herein represents, confirms and states that its paid up capital is in excess of Rs.1,00,00,000/- (Rupees One Crore Only) and, therefore, the provisions of the newly introduced Maharashtra Rent Control Act, 1999, shall not apply to this Agreement. The Licensee hereby undertakes that as long as the Leave & Licence Agreement with the Licensor is in force, it will not reduce its paid up capital or take any action which is likely to result in the reduction of its paid up capital. In the event the Licensee desires or determines to reduce its paid up capital below Rs 1,00,00,000 or such statutory limits as may be fixed by the Maharashtra Rent Control Act, 1999 the Licensee shall immediately inform the Licensor of such decision or desire to reduce the paid up equity capital. Upon such notification, the provisions of Clause 9.1 below shall apply. Moreover, the Licensee acknowledges the right and entitlement of the Licensor to terminate this Agreement under the aforesaid circumstances and therefore represents, confirms and states that in the event the Licensor seeks to terminate this Agreement, in such an eventuality, the Licensee shall hand over peaceful and vacant possession of the Licensed Premises to the Licensor within 30 days after being served a written notice by the Licensor and the Licensee shall not raise a claim for protection under the Maharashtra Rent Control Act, 1999, against the Licensor in respect of the Licensed Premises. 5.3 The Licensee shall be responsible for complying with all pertinent bye-laws, rules and regulations for the time being in force in respect of the changes made by the Licensee inside the Licensed premises the Licensee may deem fit for full enjoyment of the Licensed Premises.

Licensee Responsibilities. In connection with the license granted under this Agreement and Licensee’s responsibility to develop, market and sell Licensed Products, Licensee agrees (and shall cause its permitted Sublicensees to agree, as applicable to their sublicensed activities) to: 3.1.1 Determine regulatory pathways for NO Therapies to commercial markets within the Field; 3.1.2 Use Commercially Reasonable Efforts to obtain NDA Approval for NO Therapies within the Field; 3.1.3 Use Commercially Reasonable Efforts to obtain marketing clearance of at least one NO Therapy application for the Field and achieve the milestones set forth on Exhibit B within the timeframes therein; 3.1.4 Commercially Reasonable Efforts to fund and manage sales, marketing, distribution, advertising, and end-user service of, and sell, Licensed Products within the Field.

Licensee Responsibilities. Except as explicitly set forth herein, Licensee is solely responsible for acquiring and maintaining all of the necessary computer hardware, equipment, software, services and items necessary to install, access and make use of the CBT, including without limitation paying all charges, taxes, and other costs and fees related to Internet access. If Licensee is accessing the CBT Hosted Service, Licensee may only access the CBT through the interfaces and protocols provided or authorized by Black Duck Software. Licensee is solely responsible for: (a) maintaining the confidentiality of any passwords and account information required to access CBT; (b) all acts that occur in connection with Licensee's account; and (c) immediately notifying Black Duck Software of any unauthorized use of Licensee's account. If Licensee is accessing the CBT Hosted Service, Licensee hereby agrees to the Terms of Use at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇/company/legal/software- integrity/elearning-terms-of-use.html. Licensee hereby guarantees the performance of and shall be fully responsible for any failure of Authorized Users to comply with the terms of this CBT Agreement.

Licensee Responsibilities. Licensee is solely responsible for (i) all setup, use, operation, configuration and monitoring of the Licensee Instance and the routine backing-up and, if needed, restoration of Licensee Information, occurring under its own and its Users’ accounts with the Service Provider, whether performed by Licensee or any User (or any employee, contractor or agent acting on its behalf) (ii) maintaining the confidentiality of any log-in credentials and private keys provided for Licensee's access to the Image or use of a Licensee Instance.

Licensee Responsibilities. Licensee will provide: (i) an operating environment with temperatures not below fifty-five (55) or above eighty-five (85) degrees Fahrenheit, and humidity shall not exceed ninety (90) percent at eighty-five (85) degrees Fahrenheit; (ii) power including UPS AC power equipment, circuit sizing to be determined, if applicable; (iii) emergency local generator backup service, if applicable;

Licensee Responsibilities. Licensee is responsible for all activity that occurs under its accounts by or on its behalf. Licensee agrees to: (a) be solely responsible for all User activity, which must be in accordance with this Agreement and the documentation (b) be solely responsible for Customer Data (other than with respect to the HSI obligations set forth in the Agreement) (c) obtain and maintain during the Term all necessary consents, agreements and approvals from individuals or any other third parties for all actual or intended uses of information, data or other content Licensee will use in connection with the Services (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services and notify HSI promptly of any known unauthorized access or use, and (e) use the Services only in accordance with applicable laws and regulations.