Common use of Vendor Representations and Warranties Clause in Contracts

Vendor Representations and Warranties. With respect to the Consulting Services provided under this PSA, and in addition to the warranties set forth in the Agreement, Vendor hereby represents and warrants that: i. it and its subcontractors will provide all services in a professional and workmanlike manner consistent with then-current industry standards and practices and will minimize errors and disruptions during the term of this Agreement; ii. the Personnel assigned by it will possess the proper skill, training and experience necessary to perform the services in a competent and professional manner compatible with Customer’s business operations at the premises and it will provide all Consulting Services in a professional and workmanlike manner consistent with then-current industry standards and practices; iii. the Personnel are eligible to legally work and accept employment in the geographic locations where the service are being provided iv. Vendor and/or its subcontractors will hold, and will continue to hold, any and all licenses, permits or other authorizations required by law (including, but not limited to, securities laws, income and sales tax laws, consumer protections laws, occupational safety and health laws, workers’ compensation laws, and unemployment insurance laws) to provide the services as set forth in this Agreement, and it and the Personnel assigned to provide services to Customer are free from any legal or contractual restraints prohibiting working or the exercise of skills, including employment or non-competition agreements with other or former employers; v. the Consulting Services and each deliverable contemplated in this PSA and/or Ordering Document shall conform in all material respects to any documentation or specifications provided by Vendor to Customer and meet such other specifications for same as mutually agreed to in writing by Customer and Vendor from time to time; vi. it owns all rights, title, and interest in and to, and sole and exclusive ownership of the documentation and any material claimed by it to be its intellectual property which do not and will not infringe any third party’s rights; and vii. Any software provided or developed in the performance of the Consulting Services does not and shall not contain any malicious code, including any viruses, disabling code, time bombs or Trojan horses, and shall accurately process and present all date and monetary information and shall be interoperable with other software used by Vendor or Customer which may deliver records to such software, receive records from such software or interact with such software, including to back-up and archive data.

Vendor Representations and Warranties. With respect to the Consulting Services provided under this PSA, and in addition to the warranties set forth in the Agreement, Vendor hereby further represents and warrants that: i. it : (i) the Deliverables that are provided to Customer hereunder (excluding the Customer Materials that are provided by Customer for incorporation into the Deliverables) and its subcontractors the Services will provide not violate or infringe any common law or statutory right of any third party including, without limitation, any contractual rights, proprietary rights, trademark, service mark, trade secret, copyright, patent rights or any rights of privacy or publicity; (ii) all services in a professional and workmanlike manner consistent with then-current industry standards and practices and will minimize errors and disruptions during the term of this Agreement; ii. the Vendor Personnel assigned by it will possess the proper skill, training and experience necessary to perform the services in a competent and professional manner compatible with Customer’s business operations at the premises and it will provide all Consulting (as defined below) providing Services in a professional and workmanlike manner consistent with then-current industry standards and practices; iii. the Personnel are eligible to legally work and accept employment in the geographic locations where the service are being provided iv. Vendor and/or its subcontractors will hold, United States and will continue to hold, any and all licenses, permits or other authorizations required by law (including, but not limited to, securities laws, income and sales tax laws, consumer protections laws, occupational safety and health laws, workers’ compensation laws, and unemployment insurance laws) to provide the services as set forth in this Agreement, and it and the Personnel assigned to provide services to Customer are each said employee is free from any legal or contractual restraints prohibiting working or the exercise of skillsskills in providing the Services, including any employment agreement or non-competition agreements agreement with other another or former employers; v. employer; (iii) the Consulting Services will be performed in a good and each deliverable contemplated workmanlike manner and in this PSA and/or Ordering Document accordance with the highest professional standards in the applicable area or areas of expertise required to perform such Services, as well as in accordance with the description of Services set forth in the applicable Statement of Work; (iv) the Deliverables shall conform in all material respects to their relevant specifications and relevant descriptions in the applicable Statement of Work; (v) Services will comply with the service levels in the service level agreement attached hereto (“SLA”), if applicable (and in any documentation case, Vendor will use best efforts on a continuous basis to repair all urgent issues, and commercially reasonable efforts during business hours to repair non-urgent issues); and (vi) no materials provided or specifications provided created by Vendor hereunder contain viruses or any other contaminants, or disabling devices including, but not limited to, codes, commands or instructions that may be used to Customer and meet such other specifications for same as mutually agreed to access, alter, delete, damage or disable the network or software of Customer, its Affiliates or their respective customers. Vendor shall disclose in writing in advance any actual or apparent conflicts of interest, such as, without limitation, ownership of, by, or common control with, any competitors of Customer, or relationships with officers or decision makers of Customer. Vendor shall use best efforts to ensure that the Services are available 24/7/365 except to the extent outside Vendor’s reasonable control and except for routine maintenance scheduled in advance outside of normal business hours. Notwithstanding anything to the contrary, no matter whether and how reported (or by Customer and whom), Vendor from time to time; vi. it owns shall remedy all rights, title, and interest known nonconformities in and to, and sole and exclusive ownership of the documentation and any material claimed by it to be its intellectual property which do not and will not infringe any third party’s rights; and vii. Any software provided or developed in the performance of the Consulting Services does not accordance with this Agreement and shall not contain any malicious code, including any viruses, disabling code, time bombs or Trojan horses, and shall accurately process and present all date and monetary information and shall be interoperable with other software used by Vendor or Customer which may deliver records use technically improper notice as a technicality to such software, receive records from such software or interact with such software, including avoid a requirement to back-up and archive dataremedy.

Vendor Representations and Warranties. With respect to the Consulting Services provided under this PSA, and in addition to the warranties set forth in the Agreement, Vendor hereby represents and warrants that: i. it and its subcontractors will provide all services in a professional and workmanlike manner consistent with then-current industry standards and practices and will minimize errors and disruptions during the term of this Agreement; ii. the Personnel assigned by it will possess the proper skill, training and experience necessary to perform the services in a competent and professional manner compatible with CustomerBlackstone’s business operations at the premises and it will provide all Consulting Services in a professional and workmanlike manner consistent with then-current industry standards and practices; iii. the Personnel are eligible to legally work and accept employment in the geographic locations where the service are being provided iv. Vendor and/or its subcontractors will hold, and will continue to hold, any and all licenses, permits or other authorizations required by law (including, but not limited to, securities laws, income and sales tax laws, consumer protections laws, occupational safety and health laws, workers’ compensation laws, and unemployment insurance laws) to provide the services as set forth in this Agreement, and it and the Personnel assigned to provide services to Customer Blackstone are free from any legal or contractual restraints prohibiting working or the exercise of skills, including employment or non-competition agreements with other or former employers; v. the Consulting Services and each deliverable contemplated in this PSA and/or Ordering Document shall conform in all material respects to any documentation or specifications provided by Vendor to Customer Blackstone and meet such other specifications for same as mutually agreed to in writing by Customer B▇▇▇▇▇▇▇▇▇ and Vendor from time to time; vi. it owns all rights, title, and interest in and to, and sole and exclusive ownership of the documentation and any material claimed by it to be its intellectual property which do not and will not infringe any third party’s rights; and vii. Any software provided or developed in the performance of the Consulting Services does not and shall not contain any malicious code, including any viruses, disabling code, time bombs or Trojan horses, and shall accurately process and present all date and monetary information and shall be interoperable with other software used by Vendor or Customer Blackstone which may deliver records to such software, receive records from such software or interact with such software, including to back-up and archive data.