LICENSOR’S UNDERTAKINGS Sample Clauses

LICENSOR’S UNDERTAKINGS. The Licensor shall: 5.1. Provide access to the Licensed Material via the World Wide Web by means of the use of IP address authentication or by other means agreed between the National Library acting on behalf of the Licensee and the Licensor from time to time. 5.2. Make the Licensed Material available to the Licensee from the Server at the start of the Agreement Term. The Licensor will notify the Licensee at least sixty (60) days in advance of any anticipated specification change applicable to the Licensed Material. If the changes render the Licensed Material less useful in a material respect to the Licensee, the Licensee may within thirty days of such notice treat such changes as a material breach of this Agreement. 5.3. Provide sufficient Server capacity and bandwidth to support the usage of the Licensee and its Authorised and Walk-in-Users at a level commensurate with the standards of availability for information 5.4. Use its best endeavours to make the Licensed Materials available to the Licensee and to Authorised and Walk-in Users at all times and on a twenty-four-hour basis, save for routine maintenance, and to restore access to the Licensed Material as soon as possible in the event of an interruption or suspension of the service. If the online access is continuously interrupted for a period of one (1) week or more due to failure on the Licensors side, the Licensor shall refund to the Licensee that part of the Fee that is in proportion to the time that the Licensed Material has not been available due to interruptions in the online access. 5.5. Make available the electronic copy of each journal covered by this Agreement, no later than the start of business hours on the day of publication of the printed version. In the event that for technical reasons this is not possible for any particular journal, as a matter of course, such journal shall be identified at the time of licensing, together with the reasons therefore. 5.6. Provide statistics on a monthly basis by month and licensee regarding the online usage of the Licensed Material to the National Library acting on behalf of the Licensee. In addition, the Licensor will provide additional usage statistics directly to the Licensee via the 5.7. Provide web-based user training. 5.8. Use best efforts to meet the Web Content Accessibility Guidelines (WCAG) (▇▇▇▇▇://▇▇▇.▇▇.▇▇▇/WAI/standards-guidelines/wcag/) in order to ensure that the Licensed Material is accessible to all the Authorized and Walk-in -Users of ...

LICENSOR’S UNDERTAKINGS. Licensor shall:

LICENSOR’S UNDERTAKINGS. The Licensor undertakes with the Licensee that It will throughout the Term use all reasonable endeavours to provide or procure the provision of the Services provided that the Licensor shall not be liable to the Licensee for any loss damage or inconvenience which may be caused by: 4.1 temporary Interruption of the Services during periods of Inspection cleaning maintenance repair renewal and/or replacement 4.2 circumstances beyond its reasonable control

LICENSOR’S UNDERTAKINGS. The Licensor undertakes: 3.1 to grant (and Licensor hereby grants) Ethicor the License; 3.2 to provide Ethicor with any and all data and information in the English language that is in Licensor’s Control and that is necessary or useful to exercise the License (collectively, the “Product Data”) (Licensor will provide Ethicor with all Product Data existing as of the Commencement Date promptly after the Commencement Date, and will provide Ethicor with any Product Data generated or obtained after the Commencement Date as soon as reasonably practicable after such Product Data is generated or obtained and in Licensor’s Control); 3.3 to provide such information and support as may reasonably be requested by Ethicor to enable it to properly and efficiently to discharge its duties under this Agreement; 3.4 not to provide the formulation, specifications or other information related to the Product to any third party in the Territory without the express written consent of Ethicor nor to grant any rights to the Product to any third party in the Territory; 3.5 not to knowingly supply the Product to any third party outside the Territory for sale inside the Territory; 3.6 to notify Ethicor as soon as reasonably practicable of any matters which are reasonably likely to be of interest, use or benefit to Ethicor in the Marketing of the Products; and 3.7 in the event that the Licensor and Ethicor agree that it is in their mutual interests for Ethicor to seek Marketing Authorisation for any Product, to provide such information and support as may reasonably be requested by Ethicor to enable Ethicor properly and efficiently to discharge its duties under this Agreement (including information under Licensor’s Control to enable Ethicor to ensure that any and each Marketing Authorisation in the Territory remains accurate and up to date) and comply with the requirements of the Relevant Regulatory Authority and the Applicable Laws, having regard to the fact that Ethicor will be the holder of the Marketing Authorisations.

LICENSOR’S UNDERTAKINGS. 4.1 The Licensor warrants to this Agreement that the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any person. The Licensor shall indemnify and hold the Licensee harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of any legal action taken against the Licensee claiming actual or alleged infringement of such rights. This indemnity shall not apply if the Licensee has amended the Licensed Materials in any way not permitted by this Agreement.

LICENSOR’S UNDERTAKINGS. 5.1 The Licensor undertakes to make available information on upgrades to and Enhancements of the Software at no additional cost to the Licensee. 5.2 The Licensor undertakes upon the request of the Licensee to instruct members of the Licensee's staff in the use of the Software on the System for such fee (based on a time and attendance hourly rate) as may be notified from time to time by the Licensor to the Licensee. 5.3 The Licensor undertakes to do everything within the reasonable control of the Licensor to ensure that the Software is available to the Licensee for as much time as is possible. In particular, the Licensor will endeavor not to carry out any planned maintenance to the Software between the hours of 9 am and 5 pm on any business day. page. 7 of 16 5.4 The Licensor intends to provide ongoing improvements and maintenance of the Software to ensure the Software retains a high level of useful functionality. All such improvements will be made available to the Licensee during the term of this Agreement, provided that the Licensee is not in breach of any of its obligations pursuant to this Agreement. 5.5 Notwithstanding the provisions of clause 5.4 above or any other provision of this Agreement, the Licensor reserves the right to discontinue maintaining the Software. however, the Licensor will first provide the Licensee with 12 months notice of the Licensee’s intention to discontinue maintaining the Software. 5.6 If (in respect of each item of the Software) the Licensee notifies the Licensor that there is a bug in the Software, the Licensor agrees to take all reasonable steps to rectify the bug and pay all costs incurred in respect of such steps. 5.7 The Licensor undertakes to ensure the software requirements on the Licensees device is up to 3 years old. The Licensors software may operate on software older than 3 years successfully, but the Licensor to not specifically support it. 5.8 The Licensor undertakes the appropriate security safeguards for personal information across a range of areas. This includes maintaining physical security, computer and network security, communications security and personnel security as well as security for storage in the cloud. 5.9 The Licensor agrees to its obligation to notify the Licensee immediately and no more than one business day after it becomes aware of an eligible breach. The contents of the notification will include where possible: (a) identification and contact details of the entity whose information has been b...

LICENSOR’S UNDERTAKINGS. 7.1. The Licensor shall: a. make available to the Licensee the Licensed Materials reasonably promptly after publication of the printed version. lf this is not possible for a particular journal or book due to technical reasons, such journal or book shall be identified at the time of licensing, together with the reasons therefore; b. provide the Licensee reasonably promptly after signing a purchase or subscription agreement with information sufficient to enable access to the Licensed Materials; c. ensure that the Server has adequate capacity and bandwidth to support the usage of the Licensee at a level commensurate with the standards of availability for information services of similar scope operating via the World Wide Web, as such standards evolve from time to time over the present Agreement; d. use reasonable endeavors to make the Licensed Materials available to the Licensee and its Authorized Users on a twenty-four-hour basis, save for routine maintenance and to restore access to the Licensed Materials as soon as possible in the event of an interruption or suspension of the service.

LICENSOR’S UNDERTAKINGS. The Licensor agrees and undertakes: 4.1 to pay all rates taxes assessments duties charges impositions and outgoings that are now or may at any time during the Licence Period be charged, assessed or imposed on the Premises or on the owner or occupier of them and where Premises forms part of the Curraghs Wildlife Park site a reasonable and proper proportion of any outgoings imposed on such a site 4.2 To insure the structure of the Premises and the Inventory Items 4.3 To maintain and repair the interior and exterior of the Premises

LICENSOR’S UNDERTAKINGS. Licensor must use commercially reasonable efforts to promote and develop the ▇▇▇▇▇▇▇▇ Name and the Licensed Protocol and educate the general public about the benefits of using the Licensed Protocol through active writing of books, through active writing of articles in magazines, journals and other publications, through speaking engagements designed to teach about the benefits of the Licensed Protocol and through a variety of media including personal appearances on selected national and/or local network television and/or radio shows. In connection with such educational and promotional efforts, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇▇”) shall maintain her medical license in at least one jurisdiction and use commercially reasonable best efforts to maintain or expand the scope of distribution and public awareness of the existing programs, workshops, seminars, Web site, books and articles featuring the ▇▇▇▇▇▇▇▇ Name (hereafter, all of the above, collectively, the “▇▇▇▇▇▇▇▇ Educational and Promotional Efforts”).