Providers Undertakings Clause Samples
Providers Undertakings. The Provider warrants to the Purchasing Authority that the Licensed Materials used as intended by this HSCC Licence do not infringe the Copyright or any other proprietary or intellectual property rights of any person. The Provider reserves the right at any time to withdraw the whole, a part or parts of the Licensed Materials for which it no longer retains the right to publish or provide, or which it has reasonable grounds to believe infringes Copyright or is defamatory, obscene, unlawful or otherwise objectionable. In the event of the withdrawal of the whole or parts of the Licensed Materials under this clause 6.2, the Purchasing Authority may exercise its rights under clauses 8.1.3 “Service Performance Measurement & Related Payment”. The Provider shall notify the Purchasing Authority giving at least 30 (thirty) working days’ notice of: any anticipated material or substantial Provider (“native”) interface changes, such as a major redesign; any significant change to the users’ navigation of the Provider (“native”) interface; any significant change which may result in an adverse material effect on Authorised Users access to the Service and / or use of the Licensed Materials; Subject to clauses 6.3 if any changes have an adverse material effect on Authorised Users access to the Service or use of the Licensed Materials, the Purchasing Authority shall give prompt written notice to the Provider containing the particular details with respect to such effect. The Provider shall have the opportunity to resolve the Purchasing Authority’s concerns within the 30 (thirty) day period following receipt of the Purchasing Authority’s notice; and, if not resolved within such period, the Purchasing Authority may terminate this Schedule upon written notice to the Provider given no more than 10 (ten) days following the end of the Purchasing Authority’s cure period. If the changes render the Licensed Materials less useful in a material respect to the Purchasing Authority, the Purchasing Authority may within thirty days of such notice treat such changes as a breach of this HSCC Licence. Subject to commercial confidentiality the Provider must give at least 60 (sixty) working days written notice to the Purchasing Authority prior to the withdrawal date of the Licensed Materials. Subject to clause 6.2, 14 (fourteen) working days’ notice after removal may however be given by the Provider for content for which it no longer retains the right to provide or which it has reasonable grounds...
Providers Undertakings. 5.1 Provider warrants to Licensee that, to its knowledge, the Licensed Materials used as contemplated by this Agreement do not infringe the copyright or any other similar proprietary or intellectual property rights of any person. Provider shall indemnify and hold Licensee harmless from and against any loss, damage, cost, liability and expenses (including reasonable legal and professional fees) arising out of any breach of this warranty. This indemnity shall not apply if the Licensee has altered the Licensed Materials in any way not permitted by this Agreement.
Providers Undertakings. The Provider undertakes that:
(a) it shall not (and shall procure any sub-contractors shall not), without the prior written consent of HUD, settle or compromise any claim to which HUD is, or is likely to become, a party;
(b) it shall ensure that, where requested by HUD, its sub-contractors give undertakings identical to those given by the Provider to HUD under this clause 17.7; and
(c) where the Provider (and/or the Provider’s insurers) elect to instruct a solicitor to investigate or defend any Third Party Claim against the Provider and, in the Provider’s reasonable opinion, HUD is likely to become materially involved in that claim, the Provider will use all reasonable endeavours to procure that the insurers agree to waive client privilege to any information or documents supplied to the solicitor to the extent necessary to enable such information or documents to be provided to HUD on request.
Providers Undertakings. Provider undertakes to process Subscriber Data only for the purposes of fulfiling its Service obligation in this Agreement, in accordance with Applicable Data Protection Legislation, and Subscriber's written instructions from time to time. Provider shall not process Subscriber Data for their own purposes.
Providers Undertakings