Common use of Responsibilities of Service Provider Clause in Contracts

Responsibilities of Service Provider. 5.1.1 Service Provider shall maintain sufficient resources to perform its obligations hereunder in accordance with the terms hereof. 5.1.2 Without limiting any of its rights or obligations set forth in this Agreement Service Provider shall: (a) provide technical assistance and training to Service Recipient personnel to the extent specified in the Services Schedule. (b) notify Service Recipient of problems with the Service Recipient’s work environment that might interfere with the provision of Services hereunder. (c) perform its obligations under this Agreement in a manner consistent with all legal requirements applicable to Service Provider in its capacity as a provider of Services to the Service Recipient. 5.1.3 Service Provider shall provide Service Recipient and its Representatives with information and documentation reasonably requested by Service Recipient that is reasonably necessary for Service Recipient to receive Services hereunder, to perform its obligations hereunder and to transition off the Services in accordance with Section 3.2, subject in each case to reasonable confidentiality, security and privacy controls, policies and procedures imposed by Service Provider. 5.1.4 Service Provider shall, during normal business hours and with reasonable prior notice, make available, as reasonably requested by Service Recipient, reasonable access to personnel and provide timely decisions reasonably requested by Service Recipient in order that Service Recipient may timely transition off the Services in accordance with Section 3.2. 5.1.5 In performing its obligations under this Agreement, Service Provider shall comply with its obligations under the Data Protection Laws and shall not do or permit anything to be done which might cause or result in a breach by Service Recipient of the Data Protection Laws. If either Party concludes, at any time, that a data processing agreement is required in connection with the performance of any activities under this Agreement, it shall notify the other Party and the Parties shall agree and enter into reasonable terms in this respect.

Responsibilities of Service Provider. 5.1.1 In addition to Service Provider shall maintain sufficient resources to perform its obligations hereunder in accordance with the terms hereof. 5.1.2 Without limiting any of its rights or Provider’s other responsibilities and obligations set forth in this Agreement Agreement: 5.1.1. Service Provider shall:shall maintain and assign sufficient resources as are reasonably required to perform its obligations, including the Services, in accordance with this Agreement. 5.1.2. During the Term, Service Provider shall designate and maintain an ongoing primary contact: (a) with whom Service Recipient may communicate about current issues, needs, and problem resolution; (b) who has authority to make or cause to be made prompt decisions on Service Provider’s part; (c) who will be reasonably accessible by Service Recipient; and (d) who will remain knowledgeable about Service Provider’s policies and procedures in connection with the provision of the Services. Such Service Provider contact is referred to herein as the Service Provider Business Relationship Manager (“SPBRM”). The SPBRM shall have regular meetings with the SRBRM, in person or via teleconference, pursuant to a reasonable schedule agreed to by the SPBRM and SRBRM, to discuss the performance of the Parties of their obligations under this Agreement and to resolve any disputes pursuant to Section 4.4.2. Service Provider may change its SPBRM from time-to-time upon prior, written notice to Service Recipient. The SPBRM shall have the authority to amend the terms or conditions of this Agreement with respect to the scope, nature or schedule of Services or the payment for Services, provided that such amendments comply with the requirements of Section 12.4. 5.1.3. Service Provider shall provide technical assistance and training to Service Recipient personnel to the extent specified in the Services Transition Service Schedule. (b) 5.1.4. Service Provider shall assign qualified personnel as are reasonably required to perform the Services in accordance with this Agreement. 5.1.5. Service Provider shall make commercially reasonable efforts to notify Service Recipient of problems with the Service Recipient’s work environment that might interfere with the provision of Services hereunderin accordance with this Agreement. 5.1.6. Service Provider shall, and shall cause its Affiliates and Third Party Contractors (c) perform its obligations under this Agreement in a manner consistent with all legal requirements applicable and their respective personnel), to, when at the Facilities, or when given access to any computers, information technology or phone systems located at the Facilities, conform to the written instructions, policies and procedures of Service Recipient concerning health, safety, conduct and security which are provided to Service Provider in its capacity as a provider of Services advance from time to time, and Service Recipient shall have the Service Recipientright to remove any such persons from any Facility or deny access by any such person to any computers, information technology or phone systems located at the Facilities for failure to comply with this Agreement or any such instructions, policies or procedures. . 5.1.3 5.1.7. Service Provider shall provide Service Recipient comply, and shall cause its Representatives and Third Party Contractors to comply, with information all applicable Legal Requirements in connection with their respective operations and documentation reasonably requested by Service Recipient that is reasonably necessary for Service Recipient to receive Services hereunder, to perform its obligations hereunder and to transition off the Services in accordance with Section 3.2, subject in each case to reasonable confidentiality, security and privacy controls, policies and procedures imposed by Service Provider. 5.1.4 Service Provider shall, during normal business hours and with reasonable prior notice, make available, as reasonably requested by Service Recipient, reasonable access to personnel and provide timely decisions reasonably requested by Service Recipient in order that Service Recipient may timely transition off the Services in accordance with Section 3.2. 5.1.5 In performing its obligations under this Agreement, Service Provider shall comply with its obligations under including, the Data Protection Laws delivery and shall not do or permit anything to be done which might cause or result in a breach by Service Recipient performance of the Data Protection Laws. If either Party concludes, at any time, that a data processing agreement is required in connection with the performance of any activities under this Agreement, it shall notify the other Party and the Parties shall agree and enter into reasonable terms in this respectServices.