Common use of Service Provider Cooperation Clause in Contracts

Service Provider Cooperation. Service Provider shall perform the Services in a manner that shall not (i) disrupt or have an unnecessary adverse impact on the activities or operations of DIR, the DIR Customers, or a DIR Contractor, (ii) degrade the Services then being received by DIR or the DIR Customers, or (iii) disrupt or interfere with the ability of DIR or the DIR Customers to obtain the full benefit of the Services. Service Provider acknowledges that its provision of the Services shall require significant cooperation with third parties, and Service Provider shall fully cooperate and work in good faith with third parties as described in this Agreement and to the extent otherwise requested by DIR. Such cooperation shall include providing (i) access to Service Provider Facilities (as necessary for the third parties to perform their work), (ii) access to Service Provider owned or leased Equipment and Service Provider owned or licensed Software (to the extent permitted under any underlying agreements with third parties), and (iii) such information regarding the operating environment, System constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for the third parties to perform their work. DIR and DIR Customer personnel and DIR Contractors shall comply with Service Provider's reasonable security and confidentiality requirements and shall, to the extent performing work on Software, Equipment or Systems for which Service Provider has operational responsibility, comply with Service Provider's reasonable standards, methodologies, and procedures as communicated in writing to such third parties by Service Provider.

Appears in 6 contracts

Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement

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Service Provider Cooperation. Service Provider shall perform the Services in a manner that shall not (i) disrupt or have an unnecessary adverse impact on the activities or operations of DIR, the DIR Customers, or a DIR Contractor, ; (ii) degrade the Services then being received by DIR or the DIR Customers, ; or (iii) disrupt or interfere with the ability of DIR or the DIR Customers to obtain the full benefit of the Services. Service Provider acknowledges that its provision of the Services shall require significant cooperation with third parties, and Service Provider shall fully cooperate and work in good faith with third parties as described in this Agreement and to the extent otherwise requested by DIR. Such cooperation shall include providing (i) access to Service Provider Facilities (as necessary for the third parties to perform their work), (ii) access to Service Provider owned or leased Equipment and Service Provider owned or licensed Software (to the extent permitted under any underlying agreements with third parties), and (iii) such information regarding the operating environment, System constraints constraints, and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for the third parties to perform their work. DIR and DIR Customer personnel and DIR Contractors shall comply with Service Provider's reasonable security and confidentiality requirements and shall, to the extent performing work on Software, Equipment Equipment, or Systems for which Service Provider has operational responsibility, comply with Service Provider's reasonable standards, methodologies, and procedures as communicated in writing to such third parties by Service Provider.

Appears in 2 contracts

Samples: Master Services Agreement, Master Services Agreement

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