PARTNER’S UNDERTAKINGS Sample Clauses
PARTNER’S UNDERTAKINGS. To the extent it is contractually able to do so, Partner shall obtain CEPI’s prior written consent before exploiting, or allowing a Third Party to exploit any of the Project Technology within the Field, provided the exploitation is in conflict with or goes against CEPI’s mission, the CEPI Policies or the provisions of this Clause.
PARTNER’S UNDERTAKINGS. (a) Non-Circumvention. The Partner ▇▇▇▇▇▇ agrees that:
i) neither it nor any of its Affiliates has granted any exclusive licenses under, nor has transferred, its COS Essential Intellectual Property Rights (if any);
ii) it shall not grant, and shall refrain its Affiliates from granting, any exclusive licenses under its COS Esse3ntial Intellectual Property Rights (if any);
iii) it shall not transfer, and shall refrain its Affiliates from transferring, its COS Essential Intellectual Property Rights (if any); all items (i), (ii) and (iii) for the sole purpose of circumventing such Partner’s obligations under this Agreement.
(b) Partner’s License Grant(s). The Partner may in its sole discretion submit to the Foundation (via the Management Board) any improvement or independent developments in relation to COS Rules (hereinafter the “Submission”), being provided that Partner shall be fully responsible to ensure that, as part of any Submissions, no information that is subject to any third party’s confidentiality obligation or any restriction in terms of dissemination, is submitted to the Foundation. The Management Board will decide whether or not it qualifies to be incorporated into the COS Rules, provided that the Foundation can reject any Submission, at its sole discretion, in particular (but not only) if such Submission is
(i) likely to result in risks of incompatibility or endanger the safety or the reliability of any Licensed Products, or (ii) is outside the purpose of the Foundation. Except as provided in Section 2.2(c), Partner hereby grants to the Foundation a royalty-free, non-exclusive, perpetual, irrevocable, non-transferable, sub- licensable and worldwide license on any of its (including its Affiliates’) COS Essential Intellectual Property Rights that apply to its Submissions .
(c) Carve-out. The license captured under Section 2.2(b) and non-assert captured under Section 2.2(d) shall not apply to any COS Essential Intellectual Property Rights infringement, claim, action or proceedings that are already ongoing when the Partner involved in such infringement, claim, action or proceedings enters this Agreement.
PARTNER’S UNDERTAKINGS. The Partner undertakes and agrees with Secure Swiss Data that at all times during the Term it will:
(a) use its best endeavors to promote the distribution and sale of the Products in the Territory;
(b) employ a sufficient number of suitably qualified personnel to ensure the proper fulfilment of the Partner's obligations under this agreement;
(c) in each year make a minimum fifty sales of any type of chargeable and commissionable product the Supplier produces;
(d) not resell the Products at a price exceeding the maximum resale price from time to time specified by Secure Swiss Data;
(e) submit written reports at regular intervals to the Supplier, showing details of sales, potential sales pipeline, outstanding customer orders and/orders placed by the Partner with Secure Swiss Data that are still outstanding, and any other information relating to the
(f) inform Secure Swiss Data immediately of any changes in ownership or Control of the Partner’s business, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Partner's duties in this agreement;
(g) use its best endeavours to develop, advertise, promote and sell the Products in the Territory and to expand the sale of the Products to all potential purchasers by all reasonable and proper means and not to do anything which may hinder or interfere with such sales;
(h) indemnify Secure Swiss Data on demand against each loss, liability and cost which Secure Swiss Data may incur arising out of the breach of the Partner's obligations under this agreement.
PARTNER’S UNDERTAKINGS. 6.1. The Partner shall inform new Clients on services, activities and advantages of the Company, provide the Clients with the information relating to the Company, including but not limited to, addresses and details of the Company, make the Client aware of the features of the web-site of the Company and its structure, refer to the documents and information available at the web-site of the Company, comment on it and provide explanations.
PARTNER’S UNDERTAKINGS. 6.1. The Partner shall inform new Clients on services, activities and advantages of the Company, provide the Clients with the information relating to the Company, including but not limited to, addresses and details of the Company, make the Client aware of the features of the web-site of the Company and its structure, refer to the documents and information available at the web-site of the Company, comment on it and provide explanations.
6.2. The Partner must ensure that its activities are performed in compliance with the laws of the country of its residence (domicile) or the country where the Partner approaches Clients.
6.3. The Partner shall immediately provide the Company upon request with an access to advertisements and other tools employed by the Partner to approach Clients so that the Company can make sure that the Partner does not use any banned language for attracting new Clients.
6.4. The Partner is not permitted to post advertisements containing the Referral Link to the web-site of the Company via context media services (e.g. Yandex, Begun, GoogleAdwords, banner networks, internet-catalogs, etc.) using TenkoFX or any similar words in any language as a key word.
6.5. The Partner is not permitted to engage himself/herself into monetary settlements with Clients (including but not limited to, accepting money, credit cards, etc.).
6.6. The Partner is not permitted to use trademarks, service marks and other types of intellectual property belonging to the Company exclusively without written permission of the Company given in advance. The Partner is not allowed to register or use company names or service or product names, domain names and other identifiers similar to the registered name of the Company, its site or its products. The Partner shall not use the design of the Company’s web-site nor any of its elements in full or in part, except for Company’s logo.
6.7. The Partner is not permitted to provide investment advice to the Clients with regard to the transactions executed by the Clients under the client agreement or manage Clients’ accounts.
6.8. The Partner shall not approach the Clients employing inappropriate types of solicitation, e.g. provision of incomplete information on the risks of investing in financial instruments, provision to the Clients of information which is false or inaccurate in any material respect. 6.9. Partner’s relatives, aflliates and the Partner himself/herself cannot be registered as Clients of the Partner. In case the Company ...