Year 2000 Services Clause Samples
The 'Year 2000 Services' clause defines the obligations of a party to ensure that any services provided are compliant with Year 2000 (Y2K) requirements. This typically means that the services, including any software or systems involved, must correctly process dates before, during, and after the year 2000, avoiding errors related to the date change. The clause often requires the service provider to test and certify their systems for Y2K readiness. Its core function is to prevent disruptions or failures caused by the Y2K bug, thereby allocating responsibility and reducing the risk of business interruption due to date-related errors.
Year 2000 Services. When the Company has determined the particular management information services and software it requires in order to address the "year 2000 problem" it will provide written notice (the "Notice") to Acquiror describing the services and software it requires and the cost and payment schedule for such services and software. Within thirty (30) days of receipt of such Notice (but Acquiror shall not be required to respond prior to sixty (60) days from the date hereof), Acquiror shall permit the Company to purchase such services and software without violation of any representation, warranty or covenant under this Agreement or, at Acquiror's election, Acquiror and the Company will enter into a services agreement in form and substance reasonably satisfactory to Acquiror and the Company under which the Acquiror will provide management information services and software to address the "year 2000 problem" to (i) acquire inventory, (ii) ensure that stores may transmit orders and receive inventory, (iii) provide necessary interfaces between Acquiror's systems and the Company's and the Subsidiary's general ledger software and such other interfaces as are necessary to permit operation of the Company's and the Subsidiary's business as historically conducted. Acquiror will provide such services at its cost and expense while the Merger Agreement is in force and effect (but not for less than one hundred eighty (180) days from the date hereof) and shall continue such services after termination of the Merger Agreement until the Company and the Subsidiary are able to obtain and implement a fully operational system to provide the software and systems necessary to address year 2000 problems and permit operation of the Company's and the Subsidiary's business as historically conducted. After the termination of the Merger Agreement but not before one hundred eighty (180) days from the date hereof, the Company and the Subsidiary shall pay a reasonable fee for the services provided by Acquiror which shall be mutually agreed upon by the parties. In the event that Acquiror is unable to provide the services described hereunder within 60 days of the date of the Notice (but not before ninety (90) days from the date hereof) or provide reasonable assurances that it will be able to provide such services in accordance with the timetable required by the Company, the Company and the Subsidiary shall be free to purchase the services and software described in the Notice to address year 2000 problems a...
Year 2000 Services. This Section 2.6 of this Exhibit B describes the year 2000 services Vendor shall be responsible for providing as part of the Services: Vendor shall test the software and hardware used by Vendor in performing the Services (the "Tested Assets") in accordance with the testing schedule attached hereto as Schedule 1 to this Exhibit B. Should such testing reveal that any Tested Asset is not year 2000 compliant (a "Non-Compliant Asset"), Vendor shall notify Customer of such non-compliance. Where the Non-Compliant Asset is not part of the Data Center Assets, as defined below, Vendor also shall provide Customer with an estimate of the costs of remediating the Non-Compliant Asset. Unless Customer directs otherwise in response to such report, Vendor shall remediate each Non-Compliant Data Center Asset to ensure that the Non-Compliant Data Center Asset is made year 2000 compliant, and shall use its best efforts to remediate Non-Compliant Assets that are not Data Center Assets, to achieve year 2000 compliance. It is understood by Customer that the limited time available prior to December 31, 1999 precludes the ability of Vendor to guarantee that any of the Tested Assets that are not Data Center Assets can be made year 2000 compliant. Where the non-compliant status of a Tested Asset that is not a Data Center Asset is discovered prior to December 31, 1999, Customer shall bear the costs of remediating such Non-Compliant Asset (provided that the remediation services are the subject of an ASR and shall be performed at Vendor's rates for Additional Services set forth in Exhibit D). Vendor shall bear the costs of remediating any Tested Asset which is a Data Center Asset. Further, Vendor shall be responsible for the remediation costs of any Tested Asset where the non-compliant status is discovered after December 31, 1999. For purposes of this Section 2.6 of this Exhibit B, Data Center Assets shall mean elements in Exhibit M--Hardware Rights and associated operating system and communications software.
Year 2000 Services. Fees for the use by Bull or Distributors of the Peritus Licensed Products and/or the Peritus Licensed Technology to provide Year 2000 Services or for Distributors' internal use are earned by Peritus when a Customer accepts in writing the Customer Computer Programs for final integration and acceptance testing and are payable to Peritus pursuant to Article 4.
Year 2000 Services. 2.3.1 Bull will provide Year 2000 Services to Customers, either directly or through Distributors only under the terms of a written agreement executed by the Customer. Such agreement will include provisions legally sufficient to (i) disclaim any warranties on behalf of Peritus and Bull, including without limitation the implied warranties of merchantability and fitness for a particular purpose and (ii) disclaim liability for any consequential, incidental or special damages.
2.3.2 As part of its Year 2000 Services, Bull or its Distributors will maintain, or will require the Customer to maintain a copy of the Customer's unmodified source code. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omissions.
Year 2000 Services. Perot Systems shall ha▇▇ ▇▇ obligation under this Agreemen▇ ▇▇ identify, correct or resolve any problem caused by the failure of any CalPX Software, CaIPX Vendor Software or CaJPX Technology, (i) to record, store, process, or present calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality and accuracy, as performed on or before December 31, 1999; (ii) provide a century indicator on all dates produced therein as output or results from its operation; (iii) abnormally end or generate an incorrect result when performing date calculations involving either a single century or multiple centuries; (iv) sort all files in an accurate sequence when sorted by date and read and write in an accurate sequence when the date is used as the key for such reading or writing; and (v) be capable of determining leap years (each such failure being a "Y2K PROBLEM"). Notwithstanding the foregoing, upon request by CalPX Perot Systems shall assign PSC Personnel to identify, correct or resolve Y2K Problems in substitution for the Services regularly performed by such PSC Personnel.
Year 2000 Services. ▇▇▇▇▇ Systems shall have no obligation under this Agreement to identify, correct or resolve any problem caused by the failure of any CalPX Software, CalPX Vendor Software or CalPX Technology, (i) to record, store, process, or present calendar dates falling on or after January 1, 2000, in the same manner, and with the same functionality and accuracy, as performed on or before December 31, 1999; (ii) provide a century indicator on all dates produced therein as output or results from its operation; (iii) abnormally end or generate an incorrect result when performing date calculations involving either a single century or multiple centuries; (iv) sort all files in an accurate sequence when sorted by date and read and write in an accurate sequence when the date is used as the key for such reading or writing; and (v) be capable of determining leap years (each such failure being a "Y2K Problem"). Notwithstanding the foregoing, upon request by CalPX ▇▇▇▇▇ Systems shall assign PSC Personnel to identify, correct or resolve Y2K Problems in substitution for the Services regularly performed by suchPSC Personnel.