PARTNER’S OBLIGATIONS Clause Samples
PARTNER’S OBLIGATIONS. During the term of this Agreement, the Partner shall at all times observe and perform the terms of this Agreement and, in particular, the Partner shall: -
5.1 use reasonable efforts to renew ClimaTrack licenses in a timely fashion, and specifically (but without limitation) the Partner shall contact End User(s) who have not renewed their ClimaTrack licenses prior to the expiry of the End User’s license;
5.2 not make any promises or representations, or give any warranties, guarantees or indemnities in respect of the Products and/or the Appliances except such as are contained in the relevant License, or as otherwise expressly authorized by ClimaTrack in writing;
5.3 not hold itself out as having any authority whatsoever to agree any changes of any kind to the License terms;
5.4 use ClimaTrack’s Trade Marks and trade names relating to the Products only in the registered form or style notified to the Partner in writing by ClimaTrack and shall not use such trademarks or trade names in connection with any other products or services or as part of the corporate or any trade name or any Internet domain name of the Partner and shall not alter, obscure, remove, interfere with or add to any of the trademarks, trade names, markings or notices affixed to, or contained in, the Products and the Product Documentation delivered to the Partner;
5.5 not duplicate or reproduce in any way any ClimaTrack copyright material without the prior written consent of ClimaTrack;
5.6 deal with any complaints, problems or other technical queries regarding the Products from End Users before making use of the ClimaTrack telephone helpdesk;
5.7 not make or disseminate any disparaging comments and/or statements concerning ClimaTrack’s product(s) or market, distribute, license or sell any ClimaTrack product in a manner that is likely to cause harm to, or diminish the value of, the ClimaTrack brand;
5.8 ensure that any and all emails sent by Partner with regard to ClimaTrack products are sent with the clear permission of the recipient in compliance with Privacy and Data Security Regulations and Partner hereby acknowledges and agrees that sending e-mails with regard to ClimaTrack products in a manner which is not in compliance with the Privacy and Data Security Regulations is expressly prohibited and that breach of this clause may be considered cause for termination of this Agreement;
5.9 not incorporate or integrate the Products in or on any other hardware or software products without notifying ...
PARTNER’S OBLIGATIONS. Unless otherwise agreed in the Agreement, Partner shall (i) ensure that the Products are promoted, installed, commissioned, and resold in accordance with the Documentation; (ii) refrain from making any promises or guarantees about the Products or Services beyond those contained in the Documentation and in this Agreement, or to resell the Products Services, and (iii) refrain from assuming or creating any obligations on behalf of EVBox, including giving any condition or warranty on behalf of EVBox or transfer any of its rights it obtains under this Agreement.
PARTNER’S OBLIGATIONS. During the course of this Agreement, the Partner shall:
4.1 submit for WFP’s approval a budget in the agreed format for the full period of this Agreement (see Annexes 2 and 3). The budget included in the Project Proposal annexed to this agreement shall contain fully cost-justified elements for both fixed (time-bound) and variable (tonnage- bound) costs and shall indicate separately: (a) the start-up and close-down costs (where applicable); (b) a standard (5%) management service charge as a contribution towards the Partner’s headquarters overheads;
4.2 in a case where the Partner collaborates in a common or parallel programme of assistance to designated beneficiaries with WFP, cost-sharing shall be defined and mutually agreed. Similarly, if services other than food distribution and monitoring are involved (such as surveys, vulnerability analysis, evaluations, etc.), agreement on responsibility for costs will be established in advance;
4.3 in conjunction with WFP, establish a distribution plan for the agreed planning period, providing estimates of the proposed number of beneficiaries and the means by which distribution shall be effected;
4.4 be responsible for the reception, storage and handling at mutually agreed delivery points, and secondary transport to other delivery and/or distribution locations required by WFP and for distribution to beneficiaries of commodities provided by WFP;
4.5 take all reasonable measures to ensure that commodities provided by WFP reach the intended beneficiaries without unreasonable delay and in the condition in which they are received. This includes arranging to recover commodities from damaged containers and the fumigation of commodities and warehouses if and where necessary (see section 7.2);
4.6 maintain proper accounts of all commodities received from WFP and distributed. The Partner shall maintain separate records and accounts of commodities provided by WFP under this agreement, from those commodities made available to the Partner from any other sources, unless specific written instructions are received from WFP. The Partner shall retain records for possible future inspection and audit purposes by WFP for a period of five years from the termination of this agreement. Financial transactions and financial statements shall be subject to the internal and external auditing procedures laid down in the Financial Regulations, Rules and Directives of WFP;
4.7 provide suitably qualified personnel and adequate means necessary for th...
PARTNER’S OBLIGATIONS a. Partner shall provide access to EC-Council Academia Programs or EC|A Program only to Partner's current full time or part time academic Users/Users and hereby agrees not to sell the solution to any other party whatsoever including but not limited to its alumni members, clients, staff or partners.
PARTNER’S OBLIGATIONS. The Affiliate or Introducing Broker shall act in good faith and refrain from making any false or misleading representations or statements regarding PrimeXBT or the services provided by PrimeXBT and/or any Group Entity and/or Partner and/or affiliated Entity that the Affiliate or Introducing Broker knows or should reasonably know might harm or tarnish their reputation or business.
PARTNER’S OBLIGATIONS. 5.1. Prior to any Payments being made by the HLO each Partner shall ensure they have signed and returned a copy of the Agreement to the HLO. For the avoidance of doubt, no Payments shall be made by the HLO until all Partners (including the HLO) have signed the Agreement and the Agreement has been dated.
5.2. During the Funding Period the Partners shall execute and deliver the Agreed Activity in accordance with the terms and conditions of this Agreement and including without limitation
5.2.1. the Funding Agreement (appended to this Agreement at Schedule 1);
5.2.2. the Local Plan for Music Education;
5.2.3. The Commissioning Arrangements (appended to this Agreement at Schedule 2);
5.2.4. The Asset Purchase and Management Agreement (APMA); and
5.2.5. The Data Protection Schedule (appended to this Agreement at Schedule 3).
5.3. The Partners shall carry out such duties, acts and obligations as are necessary for the proper delivery of the Agreed Activity during the Funding Period.
5.4. The Partners shall not do or omit to do anything that will cause the HLO or the other Partners to breach the terms of this Agreement or the Funding Agreement during the Funding Period.
PARTNER’S OBLIGATIONS. 5.1 Partner is responsible for the lawfulness of the Processing of the Partner Personal Data, including, to the extent required under applicable Data Protection Laws, by ensuring Data Subjects have received adequate notice of, exercised adequate consent with regard to or otherwise adequately authorized the Processing of their Personal Information. Partner is also responsible for complying with Data Subject requests. Partner will not use the Services in a manner that would violate the rights of any Data Subject or otherwise violate applicable Data Protection Laws.
5.2 In the case claims based on Art. 82 GDPR are raised against Acoustic, Partner shall reasonably support Acoustic with its defence to the extent such claims arise in connection with the Processing of Partner Personal Data by Acoustic.
PARTNER’S OBLIGATIONS. The Partners acknowledge that they have been selected carefully for their expertise and ability to contribute to the vision of the Trust and agree that they shall respectively provide the following services to the Schools, in each case in accordance with a protocol agreed between the Trust and the Partner in question: University College Birmingham, as an academic organisation, shall:
PARTNER’S OBLIGATIONS. 2.1. Without prejudice to the other obligations provided for in the respective Specific Partner Terms and Conditions, the Partner undertakes:
a) Not to engage in any practices that may have a negative effect on the trustworthiness or reputation of VTEX and not to use any type of aggressive or low-quality advertising, such as malware and spyware in any of its business relating to VTEX;
b) Not to make any false, deceiving or depreciative declarations in relation to VTEX;
c) Not to copy the look of VTEX’s sites;
d) Not to use the Platform or Services to: (i) display or transmit pornographic material of any kind; (ii) transmit material that is unlawful, misleading, harassing, libelous, abusive, fraudulent, threatening, harmful, grossly offensive or otherwise objectionable; (iii) transmit material that contains viruses or any other harmful programs or code; (iv) collect, post or distribute personal information about others without their consent; (v) transmit chain letters or any unsolicited e-mail messages; (vi) post or transmit any material that may infringe the copyright, trademark, trade dress or other intellectual property rights or any other personal or property rights of a third party; (vii) store files not related to Client’s web site; (viii) advocate, assist or describe methods to hack or penetrate security measures; or (ix) offer or conduct activities related to gambling sweepstakes, raffles, lotteries, pyramid or similar schemes; (x) create an anonymous gateway; (xi) violate any federal, state or local law or regulation of a governing body; (xii) in the location where the violating content is received;
e) Not to breach the Data Protection Laws, nor, by any act or omission, directly or indirectly, cause VTEX to breach the Data Protection Laws;
f) Not, by any act or omission, directly or indirectly, cause VTEX to breach any obligation (whether contractual or non-contractual) owned by VTEX to its Client;
g) To notify VTEX of any known information that may reasonably lead to a claim, demand or liability for or against VTEX;
h) To make the payments of any fees to VTEX under this Agreement in accordance with the terms indicated in the respective Specific Partner Terms and Conditions, as applicable;
i) To inform VTEX as expeditiously as possible of any changes in Partner’s business registration and contact information including but not limited to: business name, address, primary contact name and contact details, etc. Unless informed of such changes, VTEX wil...
PARTNER’S OBLIGATIONS. 3.1 Partner shall be responsible for specifying fully and clearly its requirements from the Services.
3.2 Partner agrees to provide Company promptly with all text, copy, graphics or other materials including the End-user Terms that Company may reasonably require for use in connection with the Engage ATS Site (“Partner Materials”) and will provide Company with all reasonable assistance and co-operation in connection with the development of the Engage ATS Site.
3.3 Partner will comply with Applicable Laws and warrants that all Partner Materials are accurate and complete and that Partner is entitled to provide the same to Company for Company’s use without recourse to any third party.