UNDERTAKINGS OF USER Clause Samples

The 'Undertakings of User' clause sets out the specific obligations and commitments that the user agrees to when entering into an agreement. Typically, this clause outlines actions the user must perform or refrain from, such as complying with applicable laws, not misusing the service, or maintaining confidentiality. By clearly defining these responsibilities, the clause ensures that both parties understand the user's duties, thereby reducing the risk of misuse and helping to prevent disputes related to user conduct.
UNDERTAKINGS OF USER. User agrees to maintain the Program and Documentation confidential with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which User utilizes for its own confidential information that it does not wish disclosed to the public and not make available in any way for the use or benefit of any unauthorized party.
View SourceView Similar (8)
UNDERTAKINGS OF USER. 3.1 User agrees to maintain the Program and Documentation confidential with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which User utilizes for its own confidential information that it does not wish disclosed to the public and not make available in any way for the use or benefit of any unauthorized party. 3.2 User also agrees not to: (i) reverse engineer, decompile or disassemble the Program or any components thereof except as permitted by law and no rights with respect to Program’s source code are granted to User, (ii) copy or modify any Program, other than one non-production copy of the Program for backup purposes only, to be used when the Program is not otherwise operational; and (iii) distribute, disclose, market, rent, lease, transfer, assign, sub-license or otherwise transfer to any third party the Program or use the Program in any service bureau arrangement; any attempt to do the above or engage in other transfer which is not permitted pursuant to this Agreement shall be void and of no effect without Provider’s prior written consent. 3.3 User undertakes to comply with the terms of the third party licenses included in the Programs.
View SourceView Similar (2)
UNDERTAKINGS OF USER. 3.1. User shall ensure that the Program is operated by qualified, properly trained and experienced staff, in keeping with the provided instructions of Ex Libris. 3.2. User shall ensure that prescribed back-up, restart, data security and other procedures required for the proper use of the Program are available and properly implemented at the Location(s). 3.3. User shall notify Ex Libris' support center (at the location indicated by Ex Libris) by electronic mail or, preferably, by means of Ex Libris’ password-protected reporting system, of any alleged Errors and shall provide Ex Libris with all particulars requested in order to reproduce the Error on Ex Libris’ own installation. 3.4. User shall install or cause to be installed New Releases and Updates of the Current Release in accordance with instructions of Ex Libris. 3.5. Unless otherwise agreed by the parties on a case-to-case basis, User shall install Updates within 3 months of, and New Releases within 12 months of, Ex Libris' announcement of the release and general availability of such Updates and New Releases. The installation of such Updates and New Releases is a mandatory condition of the continued support by Ex Libris.
View Source
UNDERTAKINGS OF USER. 3.1 User agrees to maintain the Program and Documentation confidential with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which User utilizes for its own confidential information that it does not wish disclosed to the public and not make available in any way for the use or benefit of any unauthorized party. 3.2 User also agrees not to: (i) reverse engineer, decompile or disassemble the Program or any components thereof except as permitted by law and no rights with respect to Program’s source code are granted to User, (ii) copy or modify any Program, other than one non- production copy of the Program for backup purposes only, to be used when the Program is not otherwise operational; and (iii) distribute, disclose, market, rent, lease, transfer, assign, sub-license or otherwise transfer to any third party the Program or use the Program in any service bureau arrangement; any attempt to do the above or engage in other transfer which is not permitted pursuant to this Agreement shall be 3. ZÁVAZKY UŽIVATELE 3.1 Uživatel se zavazuje zachovat mlčenlivost o Programu a Dokumentaci minimálně s takovou péčí a důvěrností, jakou vyžaduje péče řádného hospodáře, kterou Uživatel vynakládá na ochranu vlastního obchodního tajemství, které nechce zveřejnit nebo dát k dispozici a k užití neautorizovaným osobám. 3.2 Uživatel se rovněž zavazuje, že nebude: (i) zpětně analyzovat, zkoumat, dekompilovat, zkoušet nebo rozebírat Program nebo jakékoliv jeho součásti, s výjimkou případů povolených zákonem (pro vyloučení pochyb Uživatel nemá žádná práva ke zdrojovému kódu Programu), (ii) kopírovat nebo upravovat jakýkoli Program, kromě jedné záložní kopie v uživatelském prostředí, pro užití pokud Program nebude funkční; a (iii) distribuovat, sdělovat jinému, uvádět na trh, pronajímat, převádět, postupovat, sublicencovat nebo jinak postupovat třetí straně práva k Programu nebo právo používat Program, a to zejména v případě využití k podnikání; jakýkoli pokus o výše uvedené nebo účast na převodu, který není povolen touto Smlouvou bude neplatný a bez účinku, 3.3 User undertakes to comply with the terms of the third party licenses included in the Programs. 3.4 User shall ensure that the Program is operated by a qualified, properly trained and experienced staff, in keeping with the instructions of Ex Libris. 3.5 User shall ensure that prescribed back-up, restart, data security and other procedures required for the proper use of the Pr...
View Source

Related to UNDERTAKINGS OF USER

  • Undertakings of both Parties 2.1 The Supplier and the Buyer each undertake that they shall: (a) report to the other Party every [enter number] months on: (i) the volume of Data Subject Request (or purported Data Subject Requests) from Data Subjects (or third parties on their behalf); (ii) the volume of requests from Data Subjects (or third parties on their behalf) to rectify, block or erase any Personal Data; (iii) any other requests, complaints or communications from Data Subjects (or third parties on their behalf) relating to the other Party’s obligations under applicable Data Protection Legislation; (iv) any communications from the Information Commissioner or any other regulatory authority in connection with Personal Data; and (v) any requests from any third party for disclosure of Personal Data where compliance with such request is required or purported to be required by Law, that it has received in relation to the subject matter of the Contract during that period; (b) notify each other immediately if it receives any request, complaint or communication made as referred to in Clauses 2.1(a)(i) to (v); (c) provide the other Party with full cooperation and assistance in relation to any request, complaint or communication made as referred to in Clauses 2.1(a)(iii) to (v) to enable the other Party to comply with the relevant timescales set out in the Data Protection Legislation; (d) not disclose or transfer the Personal Data to any third party unless necessary for the provision of the Services and, for any disclosure or transfer of Personal Data to any third party, (save where such disclosure or transfer is specifically authorised under the Contract or is required by Law) ensure consent has been obtained from the Data Subject prior to disclosing or transferring the Personal Data to the third party. For the avoidance of doubt the third party to which Personal Data is transferred must be subject to equivalent obligations which are no less onerous than those set out in this Annex; (e) request from the Data Subject only the minimum information necessary to provide the Services and treat such extracted information as Confidential Information; (f) ensure that at all times it has in place appropriate Protective Measures to guard against unauthorised or unlawful Processing of the Personal Data and/or accidental loss, destruction or damage to the Personal Data and unauthorised or unlawful disclosure of or access to the Personal Data; (g) take all reasonable steps to ensure the reliability and integrity of any of its personnel who have access to the Personal Data and ensure that its personnel: (i) are aware of and comply with their ’s duties under this Annex 2 (Joint Controller Agreement) and those in respect of Confidential Information (ii) are informed of the confidential nature of the Personal Data, are subject to appropriate obligations of confidentiality and do not publish, disclose or divulge any of the Personal Data to any third party where the that Party would not be permitted to do so; (iii) have undergone adequate training in the use, care, protection and handling of Personal Data as required by the applicable Data Protection Legislation; (h) ensure that it has in place Protective Measures as appropriate to protect against a Data Loss Event having taken account of the: (i) nature of the data to be protected; (ii) harm that might result from a Data Loss Event; (iii) state of technological development; and (iv) cost of implementing any measures; (i) ensure that it has the capability (whether technological or otherwise), to the extent required by Data Protection Legislation, to provide or correct or delete at the request of a Data Subject all the Personal Data relating to that Data Subject that the Supplier holds; and (i) ensure that it notifies the other Party as soon as it becomes aware of a Data Loss Event. 2.2 Each Joint Controller shall use its reasonable endeavours to assist the other Controller to comply with any obligations under applicable Data Protection Legislation and shall not perform its obligations under this Annex in such a way as to cause the other Joint Controller to breach any of its obligations under applicable Data Protection Legislation to the extent it is aware, or ought reasonably to have been aware, that the same would be a breach of such obligations

  • UNDERTAKINGS OF THE PLEDGOR Unless otherwise permitted by the Principal Finance Documents, during the term of this Agreement, the Pledgor undertakes to the Pledgee: 8.1 subject to Clause 4.3 to use all reasonable efforts to procure that each Account Bank releases any existing lien, including without limitation any pledge existing by operation of its general business conditions (Allgemeine Geschäftsbedingungen), and waives any right of set-off and right of retention in respect of the Accounts by countersigning and returning an acknowledgement of notice of pledge substantially in the form set out in Schedule 3 (Form of Notice of Pledge) to the Pledgor and the Pledgee. 8.2 to instruct each Account Bank to provide the Pledgee following receipt by the relevant Account Bank of a notice pursuant to Clause 5 with all information requested by it in respect of the Accounts and to that extent to release each Account Bank from its obligation to maintain confidentiality (Bankgeheimnis) by delivering a notice of pledge to the respective Account Bank in accordance with the requirements set out in Clause 4.1 or, in the case of any future Account, Clause 8.

  • Meetings of Members The annual meeting of the Members shall be held on (day/month) at the principal office of the Company or at such other time and place as the Members determine, for the purpose of transacting such business as may lawfully come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. The Members may by resolution prescribe the time and place for the holding of regular meetings and may provide that the adoption of such resolution shall constitute notice of such regular meetings. Special meetings of the Members, for any purpose or purposes, may be called by any Members (or such other number of Members as the Members from time to time may specify). Written or electronic notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than three days before the date of the meeting, either personally or by mail, to each Member of record entitled to vote at such meeting. When all the Members of the Company are present at any meeting, or if those not present sign a written waiver of notice of such meeting, or subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid as if a meeting had been formally called and notice had been given. At any meeting of the Members, the presence of Members holding a majority of the Members’ Percentage Interests, as determined from the books of the Company, represented in person or by proxy, shall constitute a quorum for the conduct of the general business of the Company. However, if any particular action by the Company shall require the vote or consent of some other number or percentage of Members pursuant to this Agreement, a quorum for the purpose of taking such action shall require such other number or percentage of Members. If a quorum is not present, the meeting may be adjourned from time to time without further notice, and if a quorum is present at the adjourned meeting any business may be transacted which might have been transacted at the meeting as originally notified. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less a quorum. At all meetings of the Members, a Member may vote by proxy executed in writing by the Member or by a duly authorized attorney-in-fact of the Member. Such proxy shall be filed with the Company before or at the time of the meeting. A Member of the Company who is present at a meeting of the Members at which action on any matter is taken shall be presumed to have assented to the action taken, unless the dissent of such Member shall be entered in the minutes of the meeting or unless such Member shall file a written dissent to such action with the person acting as the secretary of the meeting before the meeting’s adjournment. Such right to dissent shall not apply to a Member who voted in favor of such action. Unless otherwise provided by law, any action required to be taken at a meeting of the Members, or any other action which may be taken at a meeting of the Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject. Members of the Company may participate in any meeting of the Members by means of conference telephone or similar communication if all persons participating in such meeting can hear one another for the entire discussion of the matters to be vote upon. Participation in a meeting pursuant to this paragraph shall constitute presence in person at such meeting. (Check if Applicable)

  • Meetings of Stockholders (a) Promptly after the date hereof, the Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Company Stockholders' Meeting to be held as promptly as practicable, for the purpose of voting upon this Agreement. The Company will consult with Parent and use its commercially reasonable efforts to hold the Company Stockholders' Meeting on the same day as the Parent Stockholders' Meeting. Promptly after the date hereof, Parent will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene the Parent Stockholders' Meeting to be held as promptly as practicable for the purpose of voting upon the issuance of shares of Parent Common Stock by virtue of the Merger. Parent will consult with the Company and will use its commercially reasonable efforts to hold the Parent Stockholders' Meeting on the same day as the Company Stockholders' Meeting. Subject to Sections 5.2(c) and 5.2(d), Parent and the Company will each use its commercially reasonable efforts to solicit from its stockholders proxies in favor of the adoption and approval of this Agreement and the approval of the Merger and will take all other action necessary or advisable to secure the vote or consent of their respective stockholders or stockholders required by the rules of Nasdaq or Delaware Law and all other applicable legal requirements to obtain such approvals. (b) Subject to Sections 5.2(c) and 5.2(d): (i) the Board of Directors of the Company shall recommend that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and the Board of Directors of Parent shall recommend that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; (ii) the Proxy Statement shall include a statement to the effect that the Board of Directors of the Company has recommended that the Company's stockholders vote in favor of and adopt this Agreement at the Company Stockholders' Meeting, and a statement to the effect that the Board of Directors of Parent has recommended that Parent's stockholders vote in favor of the issuance of shares of Parent Common Stock in the Merger at the Parent Stockholders' Meeting; and (iii) neither the Board of Directors of the Company, the Board of Directors of Parent, nor any committee of either shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify in a manner adverse to the other party, the recommendations set forth in subsections 5.2(b)(i) or 5.2(b)(ii). (c) Nothing in this Agreement shall prevent the Board of Directors of the Company from withholding, withdrawing, amending or modifying its recommendation in favor of the Merger if (i) a Company Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) neither the Company nor any of its representatives shall have violated any of the restrictions set forth in Section 5.4(a), and (iii) the Board of Directors of the Company concludes in good faith, after consultation with its outside counsel, that, in light of such Company Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is required in order for the Board of Directors of the Company to comply with its fiduciary obligations to the Company's stockholders under applicable law. Nothing contained in this Section 5.2 shall limit the Company's obligation to hold and convene the Company Stockholders' Meeting (regardless of whether the recommendation of the Board of Directors of the Company shall have been withdrawn, amended or modified). For purposes of this Agreement, "COMPANY SUPERIOR OFFER" shall mean an unsolicited, bona fide written offer made by a third party to consummate any of the following transactions: (i) a merger, consolidation, business combination, recapitalization or similar transaction involving the Company, pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 50% of the equity interest in the surviving or resulting entity of such transaction; (ii) a sale or other disposition by the Company of all or substantially all of its assets, or (iii) the acquisition by any person or group (including by way of a tender offer or an exchange offer or issuance by the Company), directly or indirectly, of beneficial ownership or a right to acquire beneficial ownership of shares representing in excess of 50% of the voting power of the then outstanding shares of capital stock of the Company, in each case on terms that the Board of Directors of the Company determines, in its reasonable judgment (after consultation with its financial advisor) to be more favorable to the Company stockholders from a financial point of view than the terms of the Merger; provided, however, that any such offer shall not be deemed to be a "COMPANY SUPERIOR OFFER" if any financing required to consummate the transaction contemplated by such offer is not committed and is not likely in the judgment of the Company's Board of Directors to be obtained by such third party on a timely basis.

  • Meetings of Shareholders The Trust shall hold annual meetings of the Shareholders (provided that the Trust's initial annual meeting of Shareholders may occur up to one year after the completion of its initial fiscal year). A special meeting of Shareholders may be called at any time by a majority of the Trustees or the President and shall be called by any Trustee for any proper purpose upon written request of Shareholders of the Trust holding in the aggregate not less than 51% of the outstanding Shares of the Trust or class or series of Shares having voting rights on the matter, such request specifying the purpose or purposes for which such meeting is to be called. Any shareholder meeting, including a Special Meeting, shall be held within or without the State of Delaware on such day and at such time as the Trustees shall designate.