Provider Tools Clause Samples

The "Provider Tools" clause defines the rights and limitations regarding the tools, software, or materials that a service provider uses to deliver their services. Typically, this clause clarifies that any proprietary tools or pre-existing intellectual property brought by the provider remain their property, even if used during the engagement. For example, if a consultant uses their own project management software or templates, these are not transferred to the client. The core function of this clause is to protect the provider’s ownership of their tools and prevent unintended transfer of intellectual property, ensuring both parties understand what is and is not included in the deliverables.
Provider Tools. If any Provider Tools are incorporated into or used in conjunction with the Website, or any Provider Tools are used to manipulate content for distribution on the Website, then Provider hereby grants to Client a worldwide, non-exclusive, non-sublicensable (through multiple tiers), assignable, royalty-free, perpetual, right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Client the most current copies of any Provider Tools to which Client has rights pursuant to the foregoing, plus any related documentation.
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Provider Tools. In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter
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Provider Tools. In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty- free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Customer the most current copies of any Provider Tools to which Customer has rights pursuant to the foregoing, plus any related documentation.
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Provider Tools. 2.1(a) In providing the Services, Provider will provide read only access to the “Provider Tool”, services, and data in a manner to be agreed in good faith by both Parties.
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Provider Tools. To the extent needed to use the Services, Provider shall provide T-Mobile with access to all Provider‑owned or licensed third party software tool kits (including the code segments incorporated into the Provider Work Product delivered to T-Mobile, which has been developed, acquired, or licensed), used by Provider and its subcontractors to provide the Services (the “Provider Tools”). Upon expiration of this Agreement or termination of this Agreement for any reason, Provider shall provide to Provider, at no expense to Provider, a nonexclusive, royalty‑free license to use, transfer and modify such Provider-owned Provider Tools (accompanied by related source code) necessary for Provider or any third party designee of Provider to assume and continue performance of the Services. T-Mobile shall only be permitted to use, transfer and/or modify the source code for the Provider-owned Provider Tools for T-Mobile’s sole benefit and in connection with the provision of services similar to the Services. Any transfer of source code for Provider-owned Provider Tools shall be subject to the reasonable confidentiality requirements of Provider. Prior to using any Provider Tools to provide Services, Provider shall use reasonable efforts to determine whether the third party Provider of any such Provider Tools will permit T-Mobile to obtain a source code license upon expiration or termination of this Agreement for any reason and notify T-Mobile of such determination. T-Mobile shall be permitted to reject the use by Provider of any Provider Tools to which source code will not be available to T-Mobile upon expiration or termination of this Agreement, unless such Provider Tools are generally commercially available on reasonable terms from third parties.
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Provider Tools. Provider shall use the tools listed in the applicable SOW in connection with the provision of the Services (the “Provider Tools”). Provider shall implement and fully configure the Provider Tools as agreed in the SOW. Provider shall have financial, management and operational responsibility for the provision, maintenance and upgrade of the Provider Tools as part of the Services.
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Related to Provider Tools

  • Provider Services Charges for the following Services when ordered by a Physician for the treatment of an Injury or Illness.

  • 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.

  • PROVIDER PERSONNEL 1. The parties recognize that the primary value of the Provider to the Department derives directly from its Key Personnel assigned in the performance of this Agreement. Key Personnel are deemed to be those individuals whose résumés were offered by the Provider in the Proposal. Therefore, the parties agree that said Key Personnel shall be assigned in accordance with the time frames in the most recent mutually agreed upon project schedule and work plan, and that no re-deployment or replacement of any Key Personnel may be made without the prior written consent of the Agreement Administrator. Replacement of such personnel, if approved, shall be with personnel of equal or greater abilities and qualifications. 2. The Department shall retain the right to reject any of the Provider's employees whose abilities and qualifications, in the Department's judgment, are not appropriate for the performance of this Agreement. In considering the Provider's employees' abilities and qualifications, the Department shall act reasonably and in good faith. 3. During the course of this Agreement, the Department reserves the right to require the Provider to reassign or otherwise remove any of its employees found unacceptable by the Department. In considering the Provider's employees' acceptability, the Department shall act reasonably and in good faith. 4. In signing this Agreement, the Provider certifies to the best of its knowledge and belief that it, and all persons associated with this Agreement, including any Subcontractors, including persons or corporations who have critical influence on or control over this Agreement, are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any Federal or State department or agency. 5. During the course of this Agreement, the Department reserves the right to require a background check on any of the Provider’s personnel (employees and Subcontractors) that are in any way involved in the performance of this Agreement.

  • Providers Services performed by a provider who has been excluded or debarred from participation in federal programs, such as Medicare and Medicaid. To determine whether a provider has been excluded from a federal program, visit the U.S. Department of Human Services Office of Inspector General website (▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇.▇▇▇/) or the Excluded Parties List System website maintained by the U.S. General Services Administration (▇▇▇▇▇://▇▇▇.▇▇▇.gov/). • Services provided by facilities, dentists, physicians, surgeons, or other providers who are not legally qualified or licensed, according to relevant sections of Rhode Island Law or other governing bodies, or who have not met our credentialing requirements. • Services provided by a non-network provider, unless listed as covered in the Summary of Medical Benefits. • Services provided by naturopaths, homeopaths, or Christian Science practitioners.

  • Consider Provider as School Official The Parties agree that Provider is a “school official” under FERPA and has a legitimate educational interest in personally identifiable information from education records received from the LEA pursuant to the DPA. For purposes of the Service Agreement and this DPA, Provider: (1) provides a service or function for which the LEA would otherwise use employees; (2) is under the direct control of the LEA with respect to the use and maintenance of education records; and (3) is subject to the requirements of FERPA governing the use and redisclosure of personally identifiable information from the education records received from the LEA.