From Provider Sample Clauses

From Provider. Provider represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period; and (b) it will perform Professional Services in a competent and professional manner.
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From Provider. Provider represents and warrants that it is the owner of the System and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will maintain the full power and authority to grant the rights granted in this Agreement without the further consent of any third party. Provider’s representations and warranties in the preceding sentence do not apply to use of the System in combination with hardware or software not provided by Provider. In the event of a breach of the warranty in this Section 8.1, Provider, at its own expense, will promptly take the following actions: (a) secure for Customer the right to continue using the System; (b) replace or modify the System to make it noninfringing; or (c) terminate the infringing features of the Service and refund to Customer any prepaid fees for such features, in proportion to the portion of the Term left after such termination. In conjunction with Customer’s right to terminate for breach where applicable, the preceding sentence states Provider’s sole obligation and liability, and Customer’s sole remedy, for breach of the warranty in this Section 8.1 and for potential or actual intellectual property infringement by the System.
Sample 1
From Provider. Provider shall defend and indemnify Distributor and Distributor’s Associates (as defined below in Section 11.3) against any “Indemnified Claim,” meaning any third-party claim, suit, or proceeding arising out of, related to, or alleging direct infringement of any patent, copyright, trade secret, or other intellectual property right by the Licensed Software. Provider’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Distributor’s breach of this Agreement; (b) revisions to the Licensed Software made without Provider’s written consent; (c) Distributor’s failure to incorporate Upgrades that would have avoided the alleged infringement, provided Provider offered such Upgrades without charges not otherwise required pursuant to this Agreement; (d) Provider’s modification of Licensed Software in compliance with specifications provided by Distributor; or (e) use of the Licensed Software in combination with hardware or software not provided by Provider. In the event of an Indemnified Claim, Provider may exercise any of the remedies set forth in Subsections 10.1(b)(i) through 10.1(b)(iii) above, including without limitation its right therein to terminate licenses.
Sample 1

Related to From Provider

  • Provider If the Provider is a State Agency, the Provider acknowledges that it is responsible for its own acts and deeds and the acts and deeds of its agents and employees. If the Provider is not a State agency, then the Provider agrees to indemnify and save harmless the State and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this contract and which are caused by or result from error, omission, or negligent act of the Provider or of any person employed by the Provider. The Provider shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorney fees which may be incurred by the State in litigation or otherwise resisting said claim or liabilities which may be imposed on the State as a result of such activities by the Provider or its employees. The Provider further agrees to indemnify and save harmless the State from and against all claims, demands, and causes of action of every kind and character brought by any employee of the Provider against the State due to personal injuries and/or death to such employee resulting from any alleged negligent act by either commission or omission on the part of the Provider.

  • Independent Subrecipient Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County.

  • INDIVIDUAL SERVICES AGREEMENT This contract shall include an Individual Services Agreement (ISA) developed for each LEA pupil to whom CONTRACTOR is to provide special education and/or related services. An ISA shall only be issued for LEA pupils enrolled with the approval of the LEA pursuant to Education Code section 56366 (a)(2)(A). ISAs are void upon termination or expiration of the Master Contract. In the event that this Master Contract expires or terminates, CONTRACTOR and the LEA shall continue to be bound to all of the terms and conditions of the most recent executed ISAs between CONTRACTOR and LEA for so long as CONTRACTOR is servicing authorized LEA pupils, until such time as a new Master Contract is executed. Any and all changes to a LEA pupil’s educational placement/program provided under this Master Contract and/or an ISA shall be made solely on the basis of a revision to the LEA pupil’s IEP/IFSP. At any time during the term of this Master Contract, a LEA pupil’s parent, CONTRACTOR, or XXX may request a review of a LEA pupil’s IEP/IFSP subject to all procedural safeguards required by law, including notice to and participation by the CONTRACTOR in the IEP Team meeting. Unless otherwise provided in this Master Contract, the CONTRACTOR shall provide all services specified in the IEP/IFSP unless the CONTRACTOR and the LEA agree otherwise in the ISA. (California Education Code sections 56366(a) (5) and 3062(e)). In the event the CONTRACTOR is unable to provide a specific service at any time during the term of the ISA, the CONTRACTOR shall notify the LEA in writing within five (5) business days of the last date a service was provided. If a parent or XXX contests the termination of an ISA by initiating a due process proceeding with the California Office of Administrative Hearings (hereinafter referred to as “OAH”), CONTRACTOR shall abide by the “stay- put” requirement of state and federal law unless the parent agrees otherwise or an interim alternative educational placement is deemed lawful and appropriate by LEA or OAH. Disagreements between XXX and CONTRACTOR concerning the formulation of an ISA or the Master Contract may be appealed to the local SELPA office prior to appeal to the State Superintendent of Public Instruction pursuant to the provisions of California Education Code section 56366 (C) (2).

  • Instructions from Customer Processing on Legal Requirement. 28(3) (b) 3.3 Personnel. 28(3) (c) and 32 2 and Appendix 2 Security of Processing and Appendix 2, Technical and Organizational Measures. 28(3) (e) 3.4 Cooperation. 28(3) (f) and 32-36 2 and Appendix 2, 3.5, 3.6 Security of Processing and Appendix 2, Technical and Organizational Measures. Personal Data Breach Notification. Data Protection Impact Assessment. 28(3) (g) 4 Data export and Deletion 28(3) (h) 5 CERTIFICATIONS AND AUDITS

  • Independent Service Provider The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Xxxxxxx. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose.

  • Zone File Access Agreement Registry Operator will enter into an agreement with any Internet user, which will allow such user to access an Internet host server or servers designated by Registry Operator and download zone file data. The agreement will be standardized, facilitated and administered by a Centralized Zone Data Access Provider, which may be ICANN or an ICANN designee (the “CZDA Provider”). Registry Operator (optionally through the CZDA Provider) will provide access to zone file data per Section 2.1.3 of this Specification and do so using the file format described in Section 2.1.4 of this Specification. Notwithstanding the foregoing, (a) the CZDA Provider may reject the request for access of any user that does not satisfy the credentialing requirements in Section 2.1.2 below; (b) Registry Operator may reject the request for access of any user that does not provide correct or legitimate credentials under Section 2.1.2 below or where Registry Operator reasonably believes will violate the terms of Section 2.1.5. below; and, (c) Registry Operator may revoke access of any user if Registry Operator has evidence to support that the user has violated the terms of Section 2.1.5 below.

  • The Service Provider upon receipt of a notice contemplated under clause 19.1 shall discontinue the supply of all services or goods under this Agreement, to the extent specified, and on the date specified in the notice.

  • Additional Requirements from Authorized Users An Authorized User may have distinct requirements that must be met by all individuals employed by or working for the Authorized User. The Contractor’s Staff Members will be expected to comply with these requirements as a condition of the placement.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State except in the following circumstances, when such income may also be taxed in the other Contracting State:

  • Conflict of Interest – Subrecipient’s Personnel The Subrecipient shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Subrecipient; the Subrecipient’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Subrecipient’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County.

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