Responsibilities of Client a. Client shall exclusively retain the services of Consultant to perform the Scope of Work, in accordance with, and subject to, the other provisions of this Agreement.
b. Client shall provide access for Consultant and its subcontractors to the Site, and shall enter into access agreements with other third party property owners, as necessary for Consultant to complete the performance of the Scope of Work.
c. Client shall, as necessary to complete the Scope of Work: (i) cooperate and assist Consultant with the preparation and submittal, to PADEP, PAUSTIF, local governing authorities and others, of all information and documents including, without limitation, correspondence, notices, reports, data submittals, restrictive covenants, engineering and institutional controls, and the like; and (ii) implement and maintain any engineering or institutional controls.
d. Client shall transmit to Consultant copies of all documentation, correspondence, reports, and the like, sent or received by Client, regarding the Scope of Work at the Site.
e. Client shall make a good faith effort to minimize any and all interference with the progress of the Scope of Work if the Site is remodeled or otherwise modified. Client shall also make a good faith effort to place this condition on third parties that are not a party to this Agreement including, but not limited to, current owners, future owners, current operators, future operators, current lessees and future lessees.
Responsibilities of Customer 5.1 To the extent that the Supplier requires access to the Customer Site to perform the Services, the Customer shall provide such access reasonably required during Normal Business Hours and to provide a suitable work environment to enable the Supplier to perform such Services subject to the Supplier complying with such internal policies and procedures of the Customer (including those relating to security and health and safety) as may be notified to the Supplier in writing from time to time.
5.2 The Customer shall co-operate reasonably with the Supplier in all matters relating to the Services and shall appoint a minimum of two (2) Authorised Representatives (“Customer Representatives”), who shall have authority to commit the Customer on all matters relating to the relevant Service.
5.3 The Customer agrees and acknowledges the terms of the applicable Licence Agreements and the terms of the Customer Agreement shall form part of this Agreement. For the avoidance of doubt, in the event the applicable Licence Agreements, and/or the Customer Agreement is not applicable to the Services being received or delivered by the Supplier to the Customer under this Agreement, such agreements shall not apply.
5.4 The Customer shall, where appropriate:
a) adhere to the Fair Usage Policy;
b) ensure it has suitable licences in place for any third party software required (which is not issued by the Supplier) to allow the Supplier and its subcontractors full use in relation to the Services provided;
c) co-operate with the Supplier in all matters relating to the Services as reasonably requested by the Supplier;
d) where any planned provision of Services by the Supplier must be rescheduled for any reason by the Customer, make all reasonable efforts to reschedule and reallocate the assigned resources;
e) adhere to the dates scheduled for provision of Services by the Supplier to the Customer as stated in the applicable Statement of Work or otherwise agreed between the Parties in writing. In the event the Customer wishes to reschedule or cancel the dates for the provision of Services, liquidated damages (“Liquidated Damages”) may become payable from the Customer to the Supplier on the following basis:
(i) if dates are changed or cancelled at the Customer’s request more than fourteen (14) days before the scheduled start date no Liquidated Damages are payable;
(ii) if dates are changed or cancelled between seven (7) days and fourteen (14) days before the scheduled start date Liquidated Damages equivalent to twenty five percent (25%) of the Fees for the Services to be provided at that time will be payable;
(iii) if dates are changed or cancelled less than seven (7) days before the scheduled start date Liquidated Damages equivalent to fifty percent (50%) of the Fees for the Services to be provided at that time will be payable; provided always that the Supplier will use reasonable endeavours to reassign resources for any rescheduled or cancelled days to other tasks for the Customer or another customer, and if this can be achieved, the Liquidated Damages will not be charged for those resources that the Supplier has been able to reassign.
f) inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises;
g) where appropriate, allow the Supplier global admin access to the Customer’s relevant servers and networking systems and respond promptly to any request by the Supplier for temporary elevation access for the duration of the Agreement;
h) where a Microsoft Cloud service is deployed / utilised within the project (Azure, Enterprise Mobility Suite or Office365) the Supplier will be assigned to the cloud subscription/s as the Claiming Partner of Record (CPOR) and Digital Partner of Record (DPOR) and/or Partner Admin Link (PAL) and/or Admin on Behalf of (AOBO) for a minimum of twelve (12) months from project completion date;
i) in respect of any Microsoft funded services, sign and deliver the Microsoft Proof of Execution (▇▇▇) within seven (7) days of the date of issue by Microsoft. In the event that the Customer does not return the ▇▇▇ within the seven (7) days’ notice period, the Supplier may be entitled to charge the Customer the amounts directly and the Customer shall follow the payment terms in this Agreement;
j) allow the Supplier access to the Microsoft Connectors (or custom connectors) to enable the Supplier to undertake testing on the connector functions where applicable;
k) provide the Supplier with a list of all endpoints that need to be protected by the Service;
l) provide appropriate hardware interface, software and access authorisation to enable remote diagnosis, should such capability be required;
m) provide all information and make available all resources as reasonably requested by Supplier in the execution of its obligations under this Agreement, save that the Customer shall not be obligated to provide any additional resources or information beyond what is reasonably necessary for the Supplier to perform its obligations under this Agreement;
n) use all reasonable efforts to follow the reasonable instructions of Supplier support personnel with respect to the resolution of defects;
o) gather all relevant information prior to requesting assistance in respect of any defects including detailed defect description, and procedures required to replicate a problem if possible. Any additional information which may help in the diagnosis of a defect should be included such as network configuration details; and
p) agree that if, in the course of performing the Services, it is reasonably necessary for the Supplier’s performance of its obligations under a Statement of Work for the Supplier to access or use any equipment, software or data of the Customer (or which is in the possession of the Customer) then it shall, where it is able to do so, grant to Supplier and any of its subcontractors a non-exclusive, royalty free, terminable licence to use the same solely for the purpose of delivering the Services only for as long as is strictly necessary to deliver such Services. Any such access or use by the Supplier or its subcontractors shall be subject to the prior written consent of the Customer,(not to be unreasonably withheld or delayed).
5.5 The Customer shall (unless otherwise specified in the Statement of Work or as otherwise set out in this Agreement):
a) use the Services only for lawful purposes and in accordance with this Agreement;
b) keep secure from third parties any passwords issued to the Customer by the Supplier;
c) permit the Supplier to install the current version of software required to provide the Managed Services from time to time when upgrades or fixes occur and to provide a reasonable level of assistance in implementation and testing;
d) provide the Supplier at least seven (7) Business Days’ notice in advance of any intention or move to change when applicable Customer-side Equipment or Customer’s Operating Environment or data-feeds that will directly impact the Managed Services. If such notice has not been received on time, the Supplier will have to make additional effort to return the Customer’s systems to an acceptable state for continued support, and will charge accordingly at its then standard charging rate;
e) comply with all Applicable Law with respect to its activities under this Agreement; and
f) carry out all other Customer responsibilities set out in this Agreement and the Statement of Work in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the Parties, where such delay has a direct impact on the Supplier’s delivery of certain Services, the Supplier may adjust any timetable or delivery schedule relating to such Services set out in this Agreement as reasonably necessary.
5.6 In the event that the Customer is in Material Breach of any material obligation under the Agreement (excluding payment obligations) then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in Material Breach of a material term of the Agreement.
5.7 In the event that the Customer is in Material Breach of its payment obligations under the Agreement then the Supplier shall provide written notice of such breach, specifying in detail the nature of the breach and providing thirty (30) days’ notice to remedy such breach if capable of remedy. If the Customer fails to remedy such breach the Supplier shall be entitled to terminate or suspend the Services without prejudice to any pre-existing rights and obligations of either Party. The Supplier shall have no liability or responsibility should the Services fail to comply with the Statement of Works and/or Service Level Arrangements as a direct result of the Customer (including without limitation any of its employees, subcontractors or any of its staff) being in Material Breach of the Agreement.
5.8 In the event that the Customer has experienced any form of Cyber-Attack, data exfiltration or data breach within the previous 12 months of the Commencement Date, and this includes a Customer or a previous service provider of the Customer, the Customer will remain liable for all costs and subsequent issues and liabilities resulting from any and all previous events. The Supplier will not be liable for data exfiltration as a direct result of Customer user credentials, personal details, personal information or data previously exfiltrated.
5.9 In the event that the Customer is responsible and at fault for sharing user details, security credentials or user actions in engaging in phishing, quishing engagements, actions that lead to malware installation links being processed by user actions or not protecting credentials with best practice multi factor authentication, the Supplier shall have no liability under Clause 11.9 and will not indemnify the Customer against any such losses.
5.10 In the event that the Customer has experienced any form of Cyber-Attack, data exfiltration of data breach within the previous 12 months of the Commencement Date, it remains the Customer’s responsibility to ensure additional dark web monitoring has been activated to protect the Customer from the dissemination of harvested or stolen information. The Supplier shall have no responsibility or liability resulting from any losses or claims under clause 11.9 and will not indemnify the Customer against any such losses. No indemnity shall be provided by the Supplier Cyber insurer for the actions and previous incidents or breaches that may have occurred prior to the Commencement Date.
Other Responsibilities The Responsibility factors also take account of any responsibility the jobholder may have through the provision of advice and guidance on policies and procedures, research or the adaptation or development of existing or new policies and procedures. An assessment tool has been developed to help ensure that advisory, policy and similar ‘hands off’ responsibilities, such as research or democratic services, are correctly measured and allocated to the appropriate Responsibility factor. It is recommended that jobs are first evaluated on their ‘hands on’ responsibilities under each Responsibility factor and that an assessment is then made of the level of advisory/policy responsibilities and the factor to which it should be allocated.
Responsibilities of the Contractor The Contractor shall provide all technical and professional expertise, knowledge, management, and other resources required for accomplishing all aspects of the tasks and associated activities identified in the Scope of Work. In the event that the need arises for the Contractor to perform services beyond those stated in the Scope of Work, the Contractor and the City shall negotiate mutually agreeable terms and compensation for completing the additional services.
Reporting Responsibilities The IRA Owner agrees to provide the Custodian with information necessary for the Custodian to prepare any reports required under Code Sections 408(i), 408A(d)(3)(D), and Regulations Sections 1.408-5 and 1.408-6. The Custodian agrees to submit reports to the IRS and the IRA Owner (or Beneficiary(ies) upon the IRA Owner’s death) as prescribed by the IRS and such additional reports as the Custodian may choose to deliver. The Custodian shall furnish annual calendar-year reports concerning the status of the IRA and such information concerning required minimum distributions as is prescribed by the Commissioner of the IRS.