Sykes Asia. Sykes Europe and Sykes US shall each keep full, adequate and accurate books of account and other records reflecting the management, operation and financial results of the Services at its normal place of business. Such books and records shall, at all times, be kept in all material respects in accordance with good administrative, and secretarial practice and generally accepted accounting principles. Title to such books and records shall vest in Sykes Asia, Sykes Europe or Sykes US, as appropriate.
Sykes Asia. Sykes Europe and Sykes US agree that it shall not make use of, disseminate or in any way disclose the Confidential Information or the Confidential Materials to any person, firm, business, company or organization, except to the extent necessary to strictly comply with its obligations hereunder and only to those individuals who sign the Non-Disclosure Agreement provided by Adobe. For the avoidance of doubt, (a) Sykes Asia, Sykes Europe and Sykes US shall each not be entitled to use the Confidential Information and/or the Confidential Materials for any purpose other than to the extent strictly necessary to comply with its obligations hereunder. Sykes Asia, Sykes Europe and Sykes US shall each not circulate (by fax, electronic mail or any other method) any of the Confidential Materials to any End User and (b) the Confidential Materials are provided to Sykes Asia, Sykes Europe and Sykes US to use as a resource in providing the Services and Sykes Asia, Sykes Europe and Sykes US shall each not publish any of the Confidential Materials.
Sykes Asia. Sykes Europe and Sykes US each agrees that at the time of termination or expiry of this Agreement it will render all assistance (including that specified in paragraph (a) above), provide all documentation and undertake all actions to the extent necessary to effect an orderly assumption of the Services by Adobe Benelux or Adobe Systems, as appropriate, or by replacement contractor(s), subject to agreeing with Adobe Benelux or Adobe Systems, as appropriate, a fee for its reasonable costs and expenses in so doing without prejudice to any rights of Adobe Benelux or Adobe Systems, as appropriate, to claim damages in the event of termination arising from any breach of this Agreement by Sykes Asia, Sykes Europe and Sykes US. Without prejudice to the foregoing, Sykes Asia, Sykes Europe and Sykes US shall do all things required to transfer the Sales and Registration Database and all data contained therein to Adobe Benelux or Adobe Systems, as appropriate, or its replacement contractors, as above.
Sykes Asia. Sykes Europe or Sykes US shall not be entitled to assign, sub-contract or sub-license any or all of its rights or obligations hereunder without the prior written consent of Adobe Benelux or Adobe Systems, as appropriate; provided such assignment is to a Sykes Associated Company and it shall be conditioned, inter alia, on Adobe's reasonable belief that the performance of the respective Services as originally undertaken by Sykes Asia, Sykes Europe or Sykes US shall not be adversely affected by the proposed assignment, sub-contract or sublicense. Adobe Benelux' or Adobe Systems' rights and obligations under this Agreement in whole or in part, may be assigned by Adobe.
Sykes Asia. Sykes Europe and Sykes US agree to comply at all times with Adobe's Xxxxxxx Xxxxxxx Policy Statement attached hereto as Exhibit 6.
Sykes Asia. Sykes Europe and Sykes US warrant and undertake to Adobe Benelux and Adobe Systems, as appropriate, that their respective Services shall at all times be provided in accordance with this Agreement, their Services schedules (including but not limited to their Performance Standards and Performance Metrics) and any applicable shall mean any statement of work, schedule, or related documentation containing directions, guidelines, processes or procedures directed to Sykes Europe, Sykes Asia or Sykes US. (b)Adobe Benelux or Adobe Systems shall be entitled by thirty (30) days' prior written notice from Sykes Europe, Sykes Asia or Sykes US, as appropriate, to amend any statement of work, schedule or related documentation containing directions, guidelines, processes or procedures directed to Sykes Europe, Sykes Asia or Sykes US provided that such amendments will not have a material impact as determined by Adobe (whether requiring an increase or decrease) on the resources required by Sykes Europe, Sykes Asia or Sykes US, as appropriate, to provide their Services. Any such proposed amendments which will have a material impact (whether requiring an increase or decrease) on such resources shall be approved in advance in writing by Sykes Europe, Sykes Asia or Sykes US, as appropriate, acting reasonably. Sykes Europe, Sykes Asia and Sykes US shall be entitled to request amendments to directions, guidelines, processes, statement of work or procedures if such amendments will not affect the nature or quality of the Services but all such amendments will require to be approved in advance in writing by Adobe Benelux or Adobe Systems, as appropriate. (c)For the avoidance of doubt, unless explicitly stated to be a responsibility of Adobe Benelux or Adobe Systems, all obligations, duties, responsibilities and other matters set out or referred to in the Schedule, and any guidelines shall be the responsibility of Sykes' only and shall be Sykes' obligations under the terms of this Agreement, and except insofar as explicitly stated to be a responsibility of Adobe Benelux or Adobe Systems, it shall be Sykes' responsibility to ensure that Sykes Asia, Sykes Europe or Sykes US, as appropriate, performs any and all Services as described in the relevant Services Schedule or guidelines.
