Common use of Client Responsibilities Clause in Contracts

Client Responsibilities. Client: a. will designate the Client Primary Technical Contact (PTC), Client’s representative for IBM to direct general technical information pertaining to the Service. The PTC must have sufficient technical knowledge regarding the Eligible Products in Client’s environment to enable effective communication with the IBM support center; b. agrees to provide IBM the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to charges; c. agrees to ensure that any access codes IBM provides are used only by authorized Client personnel; d. will have valid licensing and subscription (as applicable) in place for Eligible Programs covered by this Service; e. will provide appropriate remote access to Eligible Products and provide IBM with all relevant and available diagnostic information (including product or system information) pertaining to software problems. Client remains responsible for adequately protecting Client’s system and all data contained therein whenever IBM remotely accesses it with permission. If Client declines such remote system access, IBM may be limited in its ability to provide the full Service necessary to resolve the problem. If IBM is unable to do so, IBM will notify Client and close the service call; and f. is responsible for obtaining all necessary permissions to use, provide, store and process content in Services and grants IBM permission to do the same. Client’s content may be subject to governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures. g. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet charges; h. will obtain consents for IBM and its subcontractors to process contact information of Client’s employees and contractors in furtherance of our business relationship. IBM will comply with requests to access, update, correct or delete such contact information upon requests; If making his facilities, software, hardware, networks or other similar resources available to IBM, Client will promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the Service, including the development of any Materials. IBM will be relieved of its obligations to the extent Client fails to promptly obtain such licenses or the approvals adversely affect IBM’s ability to perform is obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim.

Client Responsibilities. In performing Services, IBM must rely on the due performance of the Client: a. will designate ’s obligation. In the event the Client Primary Technical Contact (PTC)should not meet its obligations in due time and this should lead to delays and/or extra costs, Client’s representative for IBM to direct general technical information pertaining may – notwithstanding any additional right granted by law – request corresponding changes to the Servicetime schedule and prices/charges. Moreover IBM is entitled – after granting a reasonable grace period to comply – to terminate the Agreement. However, the mere expiration of any such grace period granted by IBM will not lead to an automatic cancellation of the Agreement. The PTC must have sufficient technical knowledge regarding Client will 1. pay all communication charges at the Eligible Products Client end in Client’s environment to enable effective communication connection with use of the IBM support centerServices, unless otherwise agreed; b. agrees to provide 2. make sure that all access codes provided by IBM are used exclusively by the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to chargesdesignated authorised requestors; c. agrees to ensure that any access codes IBM provides are used only by authorized Client personnel; d. will have valid licensing and subscription (as applicable) in place for Eligible Programs covered by this Service; e. will provide appropriate remote access to Eligible Products and 3. provide IBM with all relevant the necessary and available diagnostic information (including product or system information) pertaining in connection with problems relating to software problemsthe Eligible Machines and, if applicable, Programs for which support is requested; 4. Client remains responsible use the information received within the scope of this Service exclusively for adequately protecting support of the IT requirements within the Client’s system 's enterprise; 5. without the prior written consent of IBM, neither cede the described Services nor the Client's rights or obligations within the scope of this Agreement, or otherwise transfer or pass them on. Every attempt in this respect will be void; 6. install on the Client's Eligible Machines the Programs specified by IBM that are needed for the use of electronic tools for remote access; 7. provide IBM with the necessary remote access to the Client's Eligible Machines and all data contained therein whenever grant the necessary authorisations to enable IBM remotely accesses it with permission. If Client declines such remote system access, IBM may be limited in its ability to provide the full Service necessary to resolve Services via the problemremote access; 8. If IBM is unable to do so, IBM will notify Client and close the service call; and f. is be responsible for obtaining reasonable protection of all necessary permissions to use, provide, store Programs and process content in Services and grants IBM permission to do data stored on the same. Eligible Machines during Client’s content may be subject to governmental regulation or may require security measures beyond those specified -authorised remote access by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures. g. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet chargesIBM; h. 9. provide IBM with sufficient, free, and safe access to its facilities and systems (including remote access) and will obtain consents for support IBM by providing information, personnel and its subcontractors to process contact information of Client’s employees and contractors in furtherance of our business relationship. IBM will comply with requests to access, update, correct or delete such contact information upon requests; If making his facilities, software, hardware, networks or other similar resources available to IBM, Client will promptly obtain any licenses or approvals that are necessary for IBM or its subcontractors the provision of the Services. This also includes that the Machine is in a safe condition; 10. communicate inventory changes to useMachines, access processors, parts and modify such resources to the extent necessary for IBM to perform the Service, including the development of any Materials. IBM will be relieved of its obligations to the extent Client fails to promptly obtain such licenses or the approvals adversely affect IBM’s ability to perform is obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim.Programs within one (1) month;

Client Responsibilities. In performing Services, IBM must rely on the due performance of the Client: a. will designate ’s obligation. In the event the Client Primary Technical Contact (PTC)should not meet its obligations in due time and this should lead to delays and/or extra costs, Client’s representative for IBM to direct general technical information pertaining may – notwithstanding any additional right granted by law – request corresponding changes to the Servicetime schedule and prices/charges. Moreover IBM is entitled – after granting a reasonable grace period to comply – to terminate the Agreement. However, the mere expiration of any such grace period granted by IBM will not lead to an automatic cancellation of the Agreement. The PTC must have sufficient technical knowledge regarding Client will 1. pay all communication charges at the Eligible Products Client end in Client’s environment to enable effective communication connection with use of the IBM support centerServices, unless otherwise agreed; b. agrees to provide 2. make sure that all access codes provided by IBM are used exclusively by the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to chargesdesignated authorised requestors; c. agrees to ensure that any access codes IBM provides are used only by authorized Client personnel; d. will have valid licensing and subscription (as applicable) in place for Eligible Programs covered by this Service; e. will provide appropriate remote access to Eligible Products and 3. provide IBM with all relevant the necessary and available diagnostic information (including product or system information) pertaining in connection with problems relating to software problemsthe Eligible Machines and, if applicable, Programs for which support is requested; 4. Client remains responsible use the information received within the scope of this Service exclusively for adequately protecting support of the IT requirements within the Client’s system 's enterprise; 5. without the prior written consent of IBM, neither cede the described Services nor the Client's rights or obligations within the scope of this Agreement, or otherwise transfer or pass them on. Every attempt in this respect will be void; 6. install on the Client's Eligible Machines the Programs specified by IBM that are needed for the use of electronic tools for remote access; 7. provide IBM with the necessary remote access to the Client's Eligible Machines and all data contained therein whenever grant the necessary authorisations to enable IBM remotely accesses it with permission. If Client declines such remote system access, IBM may be limited in its ability to provide the full Services via the remote access; 8. be responsible for reasonable protection of all Programs and data stored on the Eligible Machines during Client-authorised remote access by IBM; 9. provide IBM with sufficient, free, and safe access to its facilities and systems (including remote access) and will support IBM by providing information, personnel and other resources that are necessary for the provision of the Services. This also includes that the Machine is in a safe condition; 10. communicate inventory changes to Machines, processors, parts and Programs within one (1) month. 11. follow the Service necessary to resolve instructions that IBM provides (which may include installing Machine Code and other software updates either downloaded from an IBM Internet Web site or copied from other electronic media); 12. before IBM provides Service, where applicable, follow the problem. If IBM is unable to do soproblem determination, IBM will notify Client problem analysis, and close follow the service call; and f. is responsible request procedures that IBM provides for obtaining all necessary permissions to use, provide, store and process content in Services and grants IBM permission to do the same. Client’s content may be subject to governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures. g. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet chargesMachine; h. will obtain consents for 13. inform IBM and its subcontractors to process contact information of Client’s employees and contractors changes in furtherance of our business relationship. IBM will comply with requests to access, update, correct or delete such contact information upon requests; If making his facilities, software, hardware, networks or other similar resources available to IBM, Client will promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the Service, including the development of any Materials. IBM will be relieved of its obligations to the extent Client fails to promptly obtain such licenses or the approvals adversely affect IBM’s ability to perform is obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claimMachine's location.

Client Responsibilities. ClientClient agrees: a. will designate to utilize IBM’s Fix Central website solely to identify and research (but not download or obtain) the Client Primary Technical Contact (PTC), Client’s representative for IBM to direct general technical information pertaining Machine Code Updates applicable to the Service. The PTC must have sufficient technical knowledge regarding the Eligible Products Target Machines and identify those Machine Code Updates when ordering them from IBM in Client’s environment to enable effective communication accordance with the IBM support centerthis Attachment; b. agrees to, up to provide four times during the one year term of this Attachment, complete and submit to IBM an Order Form to order Machine Code Updates for up to all of the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to chargesTarget Machines; c. agrees to ensure that any access codes IBM provides are used only by authorized Client personnelhave a valid Machine Code License for all Target Machines described in the Schedule at the time of the Target Machine purchase and at all times while receiving the Services; d. will have valid licensing to install and subscription (as applicable) in place use the Machine Code Updates only for Eligible Programs covered the specific Target Machines type and model, identified by this Serviceserial number, for which the Machine Code Updates are designated for use. Use of a Machine Code Update provided for one Target Machine on any other Target Machine or on any other machine is prohibited; e. will provide appropriate remote access to Eligible Products exclusively use the Machine Code Updates only as allowed by the Machine Code License Agreement for Machine Code and provide IBM with all relevant the agreement and available diagnostic information (including product or system information) pertaining to software problems. Client remains responsible only for adequately protecting Client’s system and all data contained therein whenever IBM remotely accesses it with permission. If Client declines such remote system access, use within the Enterprise for those specified Target Machines as outlined in the Schedule; f. agree that IBM may be limited in its ability to provide process the full Service necessary to resolve the problem. If IBM is unable to do so, IBM will notify Client and close the service call; and f. is responsible for obtaining all necessary permissions to use, provide, store and process content in Services and grants IBM permission to do the same. Client’s content may be subject to governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures. g. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet charges; h. will obtain consents for IBM and its subcontractors to process business contact information of Client’s employees and contractors and information about Client as a legal entity (contact information) in connection with IBM Products and Services or in furtherance of our IBM’s business relationshiprelationship with Client. IBM will This contact information can be stored, disclosed internally and processed by International Business Machines Corporation and its subsidiaries, Business Partners and subcontractors wherever they do business, solely for the purpose described above provided that these companies comply with applicable data privacy laws related to this processing. Where required by applicable law, Client has notified and obtained the consent of the individuals whose contact information may be stored, disclosed internally and processed and will forward their requests to access, update, correct or delete such their contact information to IBM who will then comply with those requests; g. that it is solely within Client’s discretion to use or not use any of the information provided pursuant to the Services hereunder. Accordingly, IBM will not be liable for any actions that Client takes or chooses not to take based on the Services performed and/or deliverables provided hereunder; h. that it is Client’s sole responsibility to provide appropriate and adequate security for the company, its assets, systems and employees; to i) maintain, and provide upon requests; If request, records, system tools output, and access to Client’s premises, as reasonably necessary for IBM and its independent auditor to verify Client’s compliance with this Attachment and the Machine Code License, and ii) promptly order any required entitlements, pay additional charges at IBM’s then current rates (including uses in excess of Client’s authorizations or entitlements, associated maintenance or software subscription and support), and other liabilities determined as a result of such verification. These compliance verification obligations remain in effect during the term of the Machine Code License and for two years thereafter; j. to obtain any necessary consents and take any other actions required by applicable laws, including but not limited to data privacy laws, prior to disclosing any of Client’s employee information to IBM. Client also agrees that with respect to data that is transferred or hosted outside of the United States, Client is responsible for ensuring that all such data transmitted outside of the United States adheres to the laws and regulations governing such data; k. prior to making his the facilities, software, hardware, networks or other similar resources available to IBM, Client will to promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the ServiceServices, including the development of any Materials. ; IBM will be relieved of its obligations to the extent Client fails Client’s failure to promptly obtain such licenses or the approvals adversely affect affects IBM’s ability to perform is its obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim; l. to be responsible for: (1) the content of any database, the selection and implementation of controls on its access and use, backup and recovery, and the security of the stored data. This security will also include any procedures necessary to safeguard the integrity and security of software and data used in the Services from access by unauthorized personnel; (2) the identification and interpretation of any applicable laws, regulations, and statutes that affect the existing application systems, programs, or data to which IBM will have access during the Services. It is your responsibility to ensure that the systems, programs, and data meet the requirements of those laws, regulations and statutes; (3) obtaining those products (such as any required software or hardware) and services upon which IBM is relying to provide the Services; (4) the physical installation and cabling of all hardware devices; (5) providing and paying for internet access service or telecommunications transport circuits; and (6) the Client’s own network security policy and security violation response procedures. m. ensure that any login credentials (i.e. ID and password) provided by IBM to Client to obtain Machine Code Updates is used only to obtain Machine Code Updates for the Target Machines and for no other purpose. Client is responsible to make IBM whole for any misuse of such credentials, including by Client’s Authorized Representative. The login credentials are valid only during the term of this Attachment.

Client Responsibilities. Client: a. will designate the Client Primary Technical Contact (PTC), Client’s representative for IBM to direct general technical information pertaining to the Service. The PTC must have sufficient technical knowledge regarding the Eligible Products in Client’s environment to enable effective communication with the IBM support center; b. agrees to provide IBM the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to charges; c. agrees to ensure that any access codes IBM provides are used only by authorized authorised Client personnel; d. c. will have valid licensing and subscription (as applicable) in place for Eligible Programs covered by this Service; e. will d. will, if requested, provide appropriate remote access to Eligible Products and provide IBM with all relevant and available diagnostic information (including product or system information) pertaining to software problems. Client remains responsible for adequately protecting Client’s system and all data contained therein whenever IBM remotely accesses it with permission. If Client declines such remote system access, IBM may be limited in its ability to provide the full Service necessary to resolve the problem. If IBM is unable to do so, IBM will notify Client and close the service call; and; f. e. is responsible for obtaining all necessary permissions to use, provide, store and process content in Services and grants IBM permission to do the same. Client’s content may be subject to governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures.; g. ▇. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet charges; h. will obtain consents for IBM ; and its subcontractors to process contact information of Client’s employees and contractors in furtherance of our business relationship. IBM will comply with requests to access, update, correct or delete such contact information upon requests; If making his facilities, software, hardware, networks or other similar resources available to IBM, Client will promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the Service, including the development of any Materials. IBM will be relieved of its obligations to the extent Client fails to promptly obtain such licenses or the approvals adversely affect IBM’s ability to perform is obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim.

Client Responsibilities. Client: a. will designate the Client Primary Technical Contact (PTC), Client’s representative for IBM to direct general technical information pertaining to the Service. The PTC must have sufficient technical knowledge regarding the Eligible Products in Client’s environment to enable effective communication with the IBM support center; b. agrees to provide IBM the inventory of Eligible Products to be covered at each specified location, and to provide written notice of changes to inventory within one month after the change occurs. Such changes may cause a revision to charges; c. agrees to ensure that any access codes IBM provides are used only by authorized Client personnel; d. will have valid licensing and subscription (as applicable) in place for Eligible Programs covered by this Service; e. will ensure that each Eligible Machine is covered by IBM hardware maintenance or IBM Machine warranty; f. will acknowledge that Personal Data other than Business Contact Information is not required for the performance of the Services by IBM. Accordingly, Client agrees not to provide or otherwise make available any Personal Data other than Business Contact Information to IBM in respect of the Services. Client acknowledges that IBM has no obligation to review data provided by Client to determine if it contains Personal Data; however, if IBM becomes aware of Personal Data in the data provided by Client, Client instructs IBM to delete or return the Personal Data, at Client's request. For the purposes of this clause, "Business Contact Information" means business-related contact information disclosed by Client to IBM, including names, job titles, business addresses, business telephone numbers and email addresses of Client's employees and contractors; g. will provide appropriate remote access to Eligible Products and provide IBM with all relevant and available diagnostic information (including product or system information) pertaining to software problems. Client remains responsible for adequately protecting Client’s system and all data contained therein whenever IBM remotely accesses it with permission. If Client declines such remote system access, IBM may be limited in its ability to provide the full Service necessary to resolve the problem. If IBM is unable to do so, IBM will notify Client and close the service call; and f. h. is responsible for obtaining all necessary permissions to use, provide, store and process content in Services and grants IBM permission to do the same. Client’s content may be subject to governmental regulation or may require security measures beyond those specified by IBM for an offering. Client will not input or provide such content unless IBM has first agreed in writing to implement additional required security measures. g. will pay his own communication charges associated with accessing this Service including but not limited to, phone and internet charges; h. will obtain consents for IBM and its subcontractors to process contact information of Client’s employees and contractors in furtherance of our business relationship. IBM will comply with requests to access, update, correct or delete such contact information upon requests; If making his facilities, software, hardware, networks or other similar resources available to IBM, Client will promptly obtain any licenses or approvals necessary for IBM or its subcontractors to use, access and modify such resources to the extent necessary for IBM to perform the Service, including the development of any Materials. IBM will be relieved of its obligations to the extent Client fails to promptly obtain such licenses or the approvals adversely affect IBM’s ability to perform is obligations. If a third party asserts a claim against IBM as a result of Client’s failure to promptly obtain these licenses or approvals, Client agrees to reimburse IBM for any costs and damages that IBM may reasonably incur in connection with such claim.