Supplier Undertakings Sample Clauses

The 'Supplier Undertakings' clause sets out the specific promises and obligations that the supplier must fulfill under the contract. Typically, this includes requirements such as delivering goods or services to agreed standards, complying with applicable laws, and maintaining necessary licenses or qualifications. By clearly outlining these responsibilities, the clause ensures that both parties understand the supplier's commitments, thereby reducing the risk of disputes and promoting accountability throughout the contractual relationship.
Supplier Undertakings. 6.1 The Supplier warrants and undertakes to Accenture that: (i) it has the necessary skill and expertise to provide the Services on the terms set out in this PO/agreement ; (ii) the project materials will be original works of authorship and the use or possession thereof by Accenture or the Supplier will not subject Accenture or the Supplier to any claim for infringement of any intellectual property rights of any third party; (iii) the Services will be provided in a timely and professional manner and in accordance with the time schedules stipulated in the project letter/SOW, will conform to the standards generally observed in the industry for similar services and will be provided with the level of skill and care expected of an experienced provider in the Supplier’s line of work; (iv) Supplier shall not remove the Suppliers representative(s), or any Supplier personnel identified for performing the Services, without the prior written approval of Accenture (such approval not to be unreasonably withheld or delayed) unless such persons leave the employment of the Supplier or become incapable of performing the Services. (v) no announcement or publicity concerning this PO/ agreement or any matter ancillary thereto shall be made by the Supplier without the prior written consent of Accenture; (vi) neither the Supplier nor any Supplier's Representative(s) shall create any obligation, express or implied, or make any representation, on behalf of Accenture (or any client of Accenture) except as may be expressly authorized from time to time by Accenture and then only to the extent of such authorization. 6.2 The Supplier represents and warrants that the provision of Services under this PO/agreement shall not be delayed, interrupted, degraded or otherwise adversely affected by the failure of any technology used by the Supplier or by any of its sub-contractors, service providers or business partners. 6.3 The Supplier shall comply with all applicable laws and regulations applicable for the performance of the obligations under the terms of this PO/agreement. ; 6.4 Regarding environmental, health and safety aspects, the Supplier represents and warrants as follows: 6.4.1 To obtain and maintain any/all applicable licenses; permits; authorizations and consents required under applicable law(s) to render the said Services/supply of Goods and also to ensure compliance to any/all rules/statutes/directives/guidelines/orde rs in connection with Supplier’s activities. 6.4.2 To assign on...
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Supplier Undertakings. The Supplier undertakes with the Authority that for so long as this Contract remains in full force: 4.2.1 it will give the Authority notice of all litigation, arbitration, administrative, adjudication or mediation proceedings before any court, arbitrator or relevant authority which would adversely affect, to an extent which is material in the context of this Contract, the Supplier's ability to perform its obligations under this Contract; such notice shall be given as soon as the Supplier becomes aware that the proceedings may be threatened or pending and immediately after they are commenced; 4.2.2 it will not undertake the performance of its obligations under this Contract otherwise than through itself or a Sub-Contractor approved by the Authority in accordance with clause 45; and 4.2.3 it will give the Authority notice of the occurrence of any Insolvency Event.
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Supplier Undertakings. The Supplier shall: perform the Services in accordance with this Agreement using reasonable skill, care and diligence; comply with (and procure that Supplier Personnel comply with): the Site Procedures while at any Customer Site; the System Security Procedures in relation to Customer Systems; and in performing the Services, use industry standard firewalls and anti-Virus software designed to detect and prevent the introduction of a Virus to any software or computer system.
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Supplier Undertakings. 4.1 Supplier undertakes: (i) to approve or reject a Tenant Order Form within 5 Working Days of receipt; (ii) following approval of a Tenant Order Form, to provide the Services; (iii) to provide such reasonable information and support as may be reasonably requested by the Partner to enable it properly and efficiently to discharge its duties under this Agreement; 4.2 Supplier grants to the Partner a non-exclusive, revocable, personal licence to utilise the Services (subject to the terms and conditions of this Agreement and during the Term and solely for the purposes of performing the Partner’s obligations under this Agreement) to: (i) use the Trademarks in relation to the Services for the purpose of the promotion, advertisement and sale of the Services. 4.3 Supplier shall provide the Supplier Training, as more particularly detailed in Commercial Schedule.
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Supplier Undertakings. Supplier agrees, at all times, to act and perform its obligations in accordance with the Terms of this PO, with appropriate skill and diligence, in accordance with applicable industry standards and best practices, in a timely and professional manner, and in compliance with all applicable laws and regulations. If Supplier fails to comply with the above, Buyer may, in addition to any other remedies it may have in law, instruct a competent third party provider to perform this PO, and Supplier shall pay Buyer its costs and damages for having to use a third party provider.
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Related to Supplier Undertakings

  • Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.

  • Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.

  • INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

  • Nature of Undertakings The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given for the benefit of the Borrower and each other member of the Group.

  • LICENSEE’S UNDERTAKINGS 7.1 The Licensee shall: 7.1.1 use reasonable efforts to ensure that all Authorized Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Materials and of the sanctions which the Licensee imposes for failing to do so; 7.1.2 use reasonable efforts to notify Authorized Users of the terms and conditions of this License and take steps to protect the Licensed Materials from unauthorized use or other breach of this License; 7.1.3 use reasonable efforts to monitor compliance and immediately upon becoming aware of any unauthorized use or other breach, inform the Publisher and take all reasonable and appropriate steps, including disciplinary action, both to ensure that such activity ceases and to prevent any recurrence; 7.1.4 issue passwords or other access information only to Authorized Users and use all reasonable efforts to ensure that Authorized Users do not divulge their passwords or other access information to any third party; 7.1.5 provide the Publisher, within 30 days of the date of this Agreement, with information sufficient to enable the Publisher to provide access to the Licensed Material. Should the Licensee make any significant change to such information, it will notify the Publisher not less than sixty (60) days before the change takes effect. 7.1.6 keep full and up-to-date records of all Authorized Users and their access details and provide the Publisher with details of such additions, deletions or other alterations to such records as are necessary to enable the Publisher to provide Authorized Users with access to the Licensed Materials as contemplated by this License; 7.1.7 use reasonable endeavours to ensure that only Authorized Users are permitted access to the Licensed Materials. 7.2 THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, COSTS, LIABILITY AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF ANY CLAIM OR LEGAL ACTION TAKEN AGAINST THE PUBLISHER RELATED TO OR IN ANY WAY CONNECTED WITH ANY USE OF THE LICENSED MATERIALS BY THE LICENSEE OR AUTHORIZED USERS OR BY ANY FAILURE OF THE LICENSEE TO PERFORM ITS OBLIGATIONS IN RELATION TO THIS LICENSE. 7.3 The Licensee shall, in consideration for the rights granted under this License, pay the Fee upon receipt of an invoice. Licensee shall be solely liable for any taxes related to the Fee.