Licensor’s Responsibilities Clause Samples

The 'Licensor’s Responsibilities' clause defines the obligations and duties that the licensor must fulfill under the agreement. Typically, this includes providing the licensee with access to the licensed material, ensuring that the material is free from third-party claims, and maintaining the quality or support of the licensed product or service. By clearly outlining what the licensor is required to do, this clause helps prevent misunderstandings and ensures that the licensee receives the agreed-upon benefits, thereby allocating responsibility and reducing the risk of disputes.
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Licensor’s Responsibilities. Except for Licensee’s obligations pursuant to Article 6(b)(ii) and Article 8 below, Licensor, at Licensor’s sole cost and expense and throughout the Term, shall ensure that the Property complies with all Legal Requirements and Licensor’s Procedures.
Licensor’s Responsibilities. Except for Licensee’s responsibilities pursuant to Article 6(b)(ii) below, Licensor, at Licensor’s sole cost and expense and throughout the Term, shall ensure that the Property and operations and activities at the Property comply with all HSE Laws.
Licensor’s Responsibilities. 1. Licensor will deliver Licensor Content on a schedule mutually agreed by Licansor and Yahoo!. 2. Licensor will throughout the term of this agreement, provide ongoing assistance to Yahoo with regard to technical, administrative and services-oriented issues related to the utilization, transmission, and maintenance of the Licensor Content, as Yahoo may reasonably request. 3. Licensor will use its reasonable efforts to ensure that Licensor Content is accurate, comprehensive, and updated regularly. 4. Licensor will bear the cost of preparing and transmitting Licensor Content to Yahoo.
Licensor’s Responsibilities. Licensor shall implement reasonable and appropriate measures designed to help secure confidential Customer Data of Licensee that Licensor obtains from Licensee in the course of the performance of this Agreement from accidental or unlawful access or unauthorized or improper disclosure. Except as required by law, Licensor shall not voluntarily and affirmatively disclose to any third party confidential Customer Data that Licensor obtains from Licensee without the prior written consent of Licensee, which may be granted or withheld in its sole discretion. If Licensor becomes aware of any accidental or unlawful access to or unauthorized or improper disclosure of confidential Customer Data, it shall notify Licensee promptly, and in any event within 5 business days. Licensor shall also reasonably assist Licensee with preventing the recurrence of such accidental or unlawful access or unauthorized or improper disclosure and with any litigation against third parties deemed necessary by Licensee to protect its confidential Customer Data. For the avoidance of doubt, this Section is not intended to prevent Licensor’s support personnel from accessing Licensee’s Customer Data for purposes of investigating or resolving a Support request.
Licensor’s Responsibilities. Licensor shall, subject to payment of the Purchase Fees: provide each Licensee with Online Access save for scheduled maintenance or upgrade windows; and ensure that the Server has sufficient capacity and rate of connectivity to provide Licensee with a level of service which is commensurate with the current standards in the online information industry sector. Licensor may temporarily suspend Licensee’s Online Access for the purposes of maintenance or upgrades but shall use its commercially reasonable endeavours to notify Licensee of such activities and to minimise the period of suspension or interruption. In relation to any Purchased Product and Journals Shallow Archive made available via Online Access, Licensor reserves the right at any time on notice to Licensee to: make changes or corrections and to alter or update any aspect of the Purchased Product or Journals Shallow Archive; vary the technical specification of the Purchased Product or Journals Shallow Archive or of any software included therein, provided that the Purchased Product and Journals Shallow Archive remains accessible via the internet using a browser without the need for additional software subject to Section 2. For avoidance of doubt, no change in the method of authentication is possible without an amendment to this Agreement; and withdraw the Purchased Product (or any part of a Purchased Product) where it has decided to cease publication of that Purchased Product. For avoidance of doubt, volumes published prior to the withdrawal shall continue to be accessible perpetually. The Licensor shall give written notice to the National Library acting on behalf of the Licensee of such withdrawal 90 days prior to the withdrawal. If the withdrawn material represents more than five percent (5%) of the Purchased Product the Licensor shall make a pro rata refund/reduction of the Purchase Fee, taking into account the amount of material withdrawn and the remaining unexpired portion of this Agreement. Alternatively, if the withdrawal results in the Products being materially less useful to the Licensee, it may within thirty days of such notice treat such changes as a material breach of this Agreement. The provision of a refund (reduction in price) shall discharge Licensor’s liabilities to Licensee in respect of the withdrawn Purchased Product (or part of a Purchased Product). For such period that a Licensee is entitled to Online Access, Licensor agrees to provide the National Library and Licensee with acces...
Licensor’s Responsibilities. A full list of Licensor’s responsibilities is attached hereto, as Exhibit “B.”
Licensor’s Responsibilities. Licensee acknowledges that Licensor has discontinued all work on Licensed Products. Therefore, Licensor has no obligation to use any efforts to assist Licensee in Licensee’s Development activities relating to any Licensed Product other than Licensor’s specific obligations hereunder and under the technology transfer and transition services agreements referred to below.
Licensor’s Responsibilities. Licensor shall participate for the following items: a. Subject to Section 18 below, providing, and maintaining all Trademark rights, copyrights and other intellectual property relating to the Trademark, provided that Licensor pay all costs associated with registering and maintaining the Trademark, as set out in section 18 herein; b. Providing input on the licensing strategy for the Products; c. Providing input on design and advertising concept direction for the Products; d. Participating in Product approvals; e. Using reasonable commercial efforts to assist with public relations for the Products (all publicity, press, advertising, and other services of Artist are subject to Artist's prior written approval and availability; however, Artist shall render a reasonable amount of such services) ;
Licensor’s Responsibilities. The Licensor will use reasonable endeavours to resolve support requests made by the Licensee to the Licensee's satisfaction. The Licensor, however, gives no guarantee that it can or will solve all support requests presented by the Licensee (beyond the warranties explicitly provided to the Licensee in the Licence Agreement). The Licensor shall not be responsible for any issue which is caused by: (i) the Licensee's improper use, improper configuration, or custom alteration or extension or modification of the Software; (ii) the Licensee's use of the Software with hardware or software outwith the specifications defined in the Licence Agreement or Documentation, or not supplied or supported by the Licensor; (iii) the Licensee's failure to install an update to the Software which includes a fix to the issue; or (iv) the Licensee's use of the Software in a manner outwith the terms of the Licence Agreement or this Support and Maintenance Agreement. The Licensor shall not be responsible for providing support in relation to any issue to the extent that the Licensee has modified the Software in any way.
Licensor’s Responsibilities. 2.1. Licensor shall: 2.1.1. verify the identity of Corresponding Authors after the acceptance of Article manuscripts, via affiliation, email domain, or ORCID. 2.1.2. provide Consortium Members with a list of the Cambridge OA Journals; 2.1.3. provide reports to each Consortium Member detailing their respective publishing outputs, including the following information: name of Corresponding Author, university, article title, DOI, journal title, eISSN, print ISSN, OA licence applied, date first published online, Journal APC and author email; and ▇.▇.▇. ▇▇▇▇ information relating to the OA publishing opportunities it offers on Cambridge Core. 2.1.5. facilitate retroactive OA publishing, as described in clauses 1.4 and 1.5 of this Section.