Supplier Tools Clause Samples

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Supplier Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Supplier represents and warrants that, to the best of Supplier’s knowledge, the Supplier Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.
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Supplier Tools. Supplier will provide You with certain tools, including Qualifying Links, that will measure Your performance on the Network. You agree to implement, operate, maintain and update the Supplier Tools in accordance with Supplier’s instruction. Failure to do so may negatively impact Tracked Activities and/or commissions. You may not create Your own Qualifying Links without the express written authorization of Advertiser or Supplier.
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Supplier Tools. Supplier may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how that Supplier owns or licenses (“Tools”) in performing the Services. Notwithstanding the delivery of any Reports, Supplier retains all rights in and to the Tools (including any improvements, customizations, modifications or knowledge developed while performing the Services), and in any working papers compiled in connection with the Services (but not Participating Entity Information reflected in them), including any copyrights, patents, and/or trademarks therein or associated therewith. Sourcewell and each Participating Entity acknowledge that Sourcewell and each Participating Entity have no right, title, or interest in or to the Tools or any copyrights, patents, and/or trademarks therein or associated therewith.
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Supplier Tools. Supplier shall obtain PacifiCare's consent prior to using any Tools (and any of Supplier's Background Technology included in the Tools) to provide the Services. Subject to the terms and conditions of this Agreement, Supplier hereby grants to PacifiCare, for itself and on behalf of the PacifiCare Entities, during the Term and for a period of eighteen (18) months after termination or expiration of this Agreement, a global, fully paid-up, royalty free, non-exclusive, non-transferable, and continuing license to Use, and sublicense and to permit a third party to Use, solely to the extent required to utilize the Services , Supplier's proprietary Tools (and any of Supplier's Background Technology included in Supplier's proprietary Tools) to provide the Services. Furthermore, to the extent permissible under the applicable third party agreements, Supplier hereby grants to PacifiCare Entities, during the Term and for a period of eighteen (18) months after the termination or expiration of this Agreement, a global, fully paid-up, royalty free, non-exclusive, non-transferable, and continuing license to Use, and sublicense and to permit a third party to Use, solely to the extent required to utilize the Services, any third-party Tools used by Supplier in furtherance of its duties pursuant to this Agreement. All rights not expressly granted to PacifiCare Entities in this Agreement with respect to the Tools are reserved to Supplier and its suppliers.
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Supplier Tools. If any Supplier Tool is included in or used in conjunction with the Website, or any Provider Tool used to manipulate content for distribution on the Website, then the Supplier herely gives to the Customer worldwide, not exclusive, can be licensed (through multiple levels), may be assigned, royalty-free, permanent, non-retractable right to use, reproduce, distribute (at various stages) , create derivative works, publicly perform, publicly display, digitally perform, create, have created, sold, offer to sell and import such Supplier Tools in any media now known or hereinafth known. During the term of the Agreement and immediately upon termination, the Provider shall provide to the Customer the most recent copy of any Provider Tool to which the Customer has the following rights in accordance with the above, including any relevant documentation. 2.5
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Supplier Tools. Supplier or its licensor shall own all Supplier Tools. Supplier shall provide Client, for the limited purpose of providing the Services, with access to and use of Supplier Tools. Upon expiration or termination of all or part of the Services, Supplier and Client may enter into a license agreement pursuant to which Supplier shall deliver to Client at no additional charge to Client other than that identified (if any) in the applicable Service Agreement the Supplier Tools, including software if not licensed separately, in the form and on the media in use as of the date of such expiration or termination, solely for purposes of maintaining Developed Materials created with the aid of such Supplier Tools. Materials provided with a Supplier Tool for which a separate license is necessary shall be treated as Supplier Proprietary Materials or Supplier Third Party Materials, as appropriate.
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Supplier Tools. Polaris Adventures will provide You with certain tools, including Qualifying Links, that will measure Your performance on the Network. You agree to implement, operate, maintain and update the Supplier Tools in accordance with Supplier’s instruction. Failure to do so may negatively impact Tracked Activities and/or commissions. You may not create Your own Qualifying Links without the express written authorization of Advertiser or Supplier.
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Supplier Tools. Supplier shall obtain PacifiCare's consent prior to using any Supplier Tools (and any of Supplier's Background Technology included in such Tools) to provide the Services. Subject to the terms and conditions of this Agreement, Supplier hereby grants to the PacifiCare Entities a global, fully-paid, royalty free, non-exclusive, non-transferable license to use, and to sublicense and to permit a third party to use, during the Term and Termination Assistance Period, solely in connection with the receipt or use of the Services, the Supplier Tools (and any of Supplier's Background Technology included in such Tools) used to provide the Services. All rights not expressly granted to the PacifiCare Entities in this Agreement with respect to the Supplier Tools are reserved to Supplier.
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Related to Supplier Tools

  • Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.

  • Customer Equipment “Customer Equipment” means any Customer-owned or provided software, hardware or services that you elect to use in connection with the Service(s). You agree to allow us and our agents the rights to insert CableCARDs and other hardware in the Customer Equipment, send software and/or downloads to the Customer Equipment and install, configure, maintain, inspect and upgrade the Customer Equipment. You warrant you are either the owner of the Customer Equipment or that you have the authority to give us access to the Customer Equipment. You should call Customer Service at ▇-▇▇▇-▇▇▇-▇▇▇▇ to find out if it meets our technical, security and other requirements. We reserve the right to disallow the use of Customer Equipment that we determine is not compatible with our network. We shall have no obligation to provide, maintain, or service Customer Equipment, including, but not limited to, Customer Equipment to which the Company or a third party has sent software or downloads. If you use Customer Equipment, you agree that the following limitation of liability shall apply: THE COMPANY DOES NOT WARRANT THAT CUSTOMER EQUIPMENT WILL ENABLE YOU TO SUCCESSFULLY INSTALL, ACCESS, OPERATE, OR USE THE SERVICE(S). YOU ACKNOWLEDGE THAT ANY SUCH INSTALLATION, ACCESS, OPERATION, OR USE COULD CAUSE CUSTOMER EQUIPMENT TO FAIL TO OPERATE OR COULD CAUSE DAMAGE TO CUSTOMER EQUIPMENT, YOU, YOUR PREMISES OR COMPANY EQUIPMENT. NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES, SUPPLIERS OR AGENTS SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY SUCH FAILURE OR DAMAGE, INCLUDING LACK OF 911/E911 CAPABILITY OR DIALING ASSOCIATED WITH A SECURITY SYSTEM. YOUR USE OF CUSTOMER EQUIPMENT MAY PREVENT PROVISION OF SERVICE. The foregoing limitation of liability is in addition to and shall not limit any other limitation of liability set forth in this Agreement.

  • Customer Focus Is dedicated to meeting the expectations and requirements of internal and external customers; gets first hand customer information and uses it for improvements in products and services; acts with customers in mind; establishes and maintains effective relationships with customers and gains their trust and respect

  • Supplier Personnel The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.