Outsourcing Services. With SAP’s prior written consent, Licensee may permit services providers to access the Software solely for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is herein licensed provided: (i) Licensee and such services provider execute a written agreement that includes provisions requiring such services provider’s compliance with the terms of this Agreement prior to such access, including without limitation non-disclosure of SAP Confidential Information; (ii) Licensee shall hold the required licenses as stated in the Use Terms for all employees of such services provider authorized to access the Software; (iii) such services provider shall be permitted to Use the Software solely to install and configure the Software in accordance with the business of Licensee as set forth herein (or in the case of a disaster recovery vendor, to provide disaster recovery services only); (iv) under no circumstances may such services provider Use the Software to operate or provide processing services to Licensee or any other party, or in connection with such services provider’s own business operations; (v) Licensee shall be responsible for any additional Software, migration tools, or third party software needed to effect such transition. Upon SAP request, Licensee shall provide written confirmation to SAP that items (i)-(iv) are fulfilled.
Outsourcing Services. With SAP’s prior written consent, Licensee may permit services providers to access the Software solely for the purpose of providing facility, implementation, systems, application management or disaster recovery services to Licensee in connection with the business of Licensee for which the Software is herein licensed provided: (i) Licensee and such services provider execute a written agreement that includes provisions requiring such services provider’s compliance with the terms of this Agreement prior to such access, including without limitation non-disclosure of SAP Confidential Information; (ii) Licensee shall hold the required licenses as stated in the Software Use Rights Schedule for all employees of such services provider authorized to access the Software; (iii) such services provider shall be permitted to Use the Software solely to install and configure the Software in accordance with the business of Licensee as set forth herein (or in the case of a disaster recovery vendor, to provide disaster recovery services only); (iv) under no circumstances may such services provider Use the Software to operate or provide processing services to Licensee or any other party, or in connection with such services provider’s own business operations; (v) Licensee shall be responsible for any additional Software, migration tools, or third party software needed to effect such transition; and (vi) Licensee expressly agrees to indemnify SAP, its officers, employees, agents and subcontractors from and against all claims, liabilities, losses, damages and costs (including reasonable attorney fees) suffered by SAP arising from a breach by the services provider of the conditions of this Agreement. Upon SAP request, Licensee shall provide written confirmation to SAP that items (i)-(iv) are fulfilled. 外包服务。经 SAP 事先书面同意，被许可人可以允许服务供应商仅为被许可人向被许可人的被许可使用软件的业务提供设施、实施、系统、应用程序管理或灾难恢复服务的目的而访问软件，但前提是：(i) 被许可人和该等服务供应商签署一份书面协议，在其中规定该等服务供应商在进行访问之前需遵守本协议的条款，包括但不限于对 SAP 保密信息予以保密的条款；(ii) 被许可人应为该等服务供应商的所有被授权访问软件的员工持有软件使用权附件中所述的必要许可；(iii) 该等服务供应商应被允许仅使用软件以根据本协议中规定的被许可人业务安装和配置软件（或如果是灾难恢复服务提供商，则仅提供灾难恢复服务）；(iv) 在任何情况下，该等服务供应商均不可使用软件操作或向被许可人或任何其他人提供处理服务 ，或为了该等服务供应商的自身业务运营而使用软件；(v) 被许可人应对任何额外软件、迁移工具或实现该等转换所需的第三方软件承担责任；并且 (vi) 被许可人明确同意就因服务供应商违反本协议条件对 SAP 造成的一切索赔、债务、损失、损害和支出（包括合理的律师费用）向SAP、其管理人员、员工、代理人和分包商给予补偿并使之免受此类损害。经SAP 要求，被许可人应向SAP 出具书面确认证明其已经履行第(i)至(iv)项的规定。
Outsourcing Services. OneNeck shall provide for Client those outsourcing services, as set forth specifically in Exhibits A-1 and A-2 and other exhibits, attached hereto and incorporated herein by this reference (“Services” each a “Service”), in accordance with the terms and conditions as set forth herein. All Services and communications, both written and verbal, shall be communicated in the English language, unless otherwise agreed upon in a signed writing by the Parties. OneNeck shall provide the Services from its Data Center (“Operations Center”). Client may, from time to time, select Additional Services as may be mutually agreed upon by the Parties, which shall be incorporated herein by a properly executed written amendment attached hereto. UNLESS OTHERWISE AGREED UPON IN WRITING, THE SERVICES BEING PROVIDED TO CLIENT AND ITS AFFILIATES ARE FOR INTERNAL USE ONLY BY AUTHORIZED PERSONNEL OF CLIENT AND MAY NOT BE RESOLD OR MADE AVAILABLE BY CLIENT OR ITS AFFILIATES TO ANY THIRD PARTY.
Outsourcing Services. Amdocs [**] the software product and provide support to monitor, repair and maintain the software and its associated hardware. Amdocs will operate the Customized Product which includes [**] and operating such Customized Product. This includes one high availability production and one non-production environment. • The non-production environment will be used for User Acceptance Testing and production fixes. • The [**] will be located and operated out of Amdocs’ Data Center in Champaign, Illinois. All hardware and Third Party software components will be located in Champaign, Illinois. All such required hardware and software licenses will be [**] Amdocs (for the avoidance of doubt, including the software components known as [**] and [**]). In addition, Amdocs will provide a Disaster Recovery Plan (DRP) site, as a backup environment in a Disaster Recovery mode, as follows:
Outsourcing Services. Amdocs [**] the software product and provide support to monitor, repair and maintain the software and its associated hardware. Amdocs will operate the Customized Product resulting from the Customization described in (b) above in an outsourcing mode, which includes [**] and operating such Customized Product. This includes one high availability production and one non-production environment. - The non-production environment will be used for User Acceptance Testing and production fixes. - The [**] will be located and operated out of Amdocs' Data Center in Champaign, Illinois. All hardware and third party software components will be located in Champaign, Illinois. All such required hardware and software licenses will be [**] (for the avoidance of doubt, including the software components known as [**] and [**]). In addition, Amdocs will provide a Disaster Recovery Plan (DRP) site, as a backup environment in a Disaster Recovery mode, as follows: The Disaster Recovery (DR) solution provides recovery capability of [**] in a DRP site in the case of disaster.
Outsourcing Services. Sprint shall pay Amdocs a monthly outsourcing fee as follows: Number of Subscribers Fee per Subscriber [**] ($) --------------------- --------------------------- [**] [**] [**] [**] [**] [**] [**] [**]
Outsourcing Services. To facilitate Buyer's acquisition of the Assets and operation of the Business, Seller shall provide to Buyer the operational and processing services as described in and in accordance with the terms and provisions of a Services Agreement between Seller and Buyer substantially in the form of Exhibit A hereto.
Outsourcing Services. (a) Subject to the terms and conditions of this Section 7.3 and Section 11.12, (i) each parent and its Group Companies and, to the extent provided in Section 7.3(e), the applicable MNC Newco Subsidiary shall be entitled to market, offer, sell and provide Outsourcing Professional Services relating to Communications Services, and (ii) the applicable MNC Newco Subsidiary shall be entitled to market, offer, sell and provide the Outsourcing Professional Services offered by the parents and their Group Companies, third parties and, to the extent provided in Section 7.3(e), its own Outsourcing Professional Services. The provisions of this Section 7.3 shall be subject to the existing contractual obligations of the parents and their Group Companies, including, in the case of AT&T, its contracts with the customers set forth on Schedule 7.2(c).
Outsourcing Services a. FTP hereby grants to UniDirect for the term of this Agreement, and UniDirect accepts, a non-sublicenseable, non-assignable, non-transferable appointment and license to market, sell and distribute Support Services, Subscription Services and Upgrades to end users of the Products.
Outsourcing Services. The term "Outsourcing Services" includes those data processing services provided by ATS as listed on Exhibit B.
