Replacement of Deliverables Clause Samples

Replacement of Deliverables. Without limiting the Customer's rights under clause 34.1(c), if any Claim of the kind described in that clause is made or brought in respect of Intellectual Property Rights or Moral Rights, the Supplier must, at its election and at no additional cost to the Customer: (a) procure for the Customer the right to continue to use the Services and/or Deliverables on terms no less favourable than those set out in this Agreement; (b) promptly replace or modify the Services and/or Deliverables so that the alleged infringement ceases and the replaced or modified Services and/or Deliverables provides the Customer with no less functionality and performance as that required by this Agreement; or (c) only where the options in paragraphs (a) and (b) are not reasonably possible and subject to prior consultation with and receipt of approval from the Customer, accept return of the affected Deliverable or cease to provide the affected Service (as applicable) and, within 30 days, refund the Customer any fees paid for the relevant Service and/or Deliverable, subject to any reasonable deduction for any in- production use already made by the Customer of the relevant Service and/or Deliverable.
View SourceView Similar (8)

Related to Replacement of Deliverables

  • Rejection of Deliverables The Department reserves the right to reject deliverables, as outlined in the Grant Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to ▇▇▇▇▇▇▇’s lack of satisfactory performance under the terms of this Agreement. The Grantee’s efforts to correct the rejected deliverables will be at ▇▇▇▇▇▇▇’s sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may allow additional time within which Grantee may remedy the objections noted by Department. The Grantee’s failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default.

  • Acceptance of Deliverables The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.

  • Project Deliverables The Contractor shall provide each of the following deliverables in writing to the City for review and approval to achieve the project objectives. C.1. <Title> Deliverable 1

  • Description of Deliverables The Contractor shall Perform as set forth in Exhibit A.

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;