Common use of Vendor Representations and Warranties Clause in Contracts

Vendor Representations and Warranties. Vendor represents and warrants, for each Vendor Product submitted for listing in the Command Center Service Catalogue, that: 1. Vendor holds all rights necessary to grant HP the rights provided in this Agreement; 2. Vendor has the power and authority, though itself and its representative accepting this Agreement, and full capacity to enter into this Agreement and fully perform its obligations in this Agreement; 3. Vendor’s Privacy Policy is materially consistent with HP’s Privacy Policy and complies with applicable law; 4. Vendor Terms comply with this Agreement, HP’s Command Center Terms of Service, and applicable law; 5. All information provided for the listing and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, (i) access User Data except to provide Vendor Product functions or to provide User support, (ii) disclose User Data, or (iii) modify User Data; 7. Vendor Products do not and will not contain or introduce any malicious software and are not designed to or utilized for spamming or hacking any Users, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Vendor is a party or of which Vendor is otherwise aware; and 12. Vendor acknowledges that this Agreement is subject to the export, import and other trade-related laws and regulations of the United States and other national governments. Vendor warrants that (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and (ii) except for countries identified by Vendor pursuant to Section 3.a.1 of this Agreement, there are no restrictions on access to Vendor Products and Information in any other country.

Vendor Representations and Warranties. Vendor represents represents, warrants and warrantscovenants to AIGGS that: Vendor represents, for each Vendor Product submitted for listing in the Command Center Service Catalogue, warrants and covenants to Customer that: 1. Vendor holds all rights necessary to grant HP the rights provided in this Agreement; 2. : (a) Vendor has the full power and authority, though itself and its representative accepting this Agreement, and full capacity authority to enter into this Agreement and fully to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; (b) Vendor’s execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Vendor to any third party to keep any information or materials in confidence or in trust; (c the Services and Deliverables shall be free from material errors, bugs, or other material defects and shall substantially conform to any written specifications for such Services and/or Deliverables as agreed upon by the parties in writing as part of a Work Order or as set forth or referenced in any applicable Work Order for [*************] (or such other period as agreed to the parties in writing) following acceptance of such Services or Deliverables in accordance with Section 5 (Acceptance) (“Warranty Period”); (d) the Services shall be performed in a professional and timely manner consistent with the generally accepted industry standards; (e) any Vendor Personnel performing Services shall be qualified to perform such Services, have appropriate experience, education and training to perform such Services and be familiar with the technology, processes and procedures used to provide such Services; (f) subject to the IP Exceptions (as defined below) and Section 14 below, including Section 14.3, the Work Product (excluding any third party software) shall be the original work of Vendor, and each Vendor Personnel or other person involved in the development of Work Product has executed (or prior to any such involvement, shall have executed) a written agreement with Vendor in which such person (i) assigns to Vendor all right, title and interest in and to the Work Product in order that Vendor may fully grant the rights and assignments to Customer as provided herein and (ii) agrees to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement; 3. Vendor’s Privacy Policy is materially consistent ; (g) subject to the IP Exceptions (as defined below) and Section 14 below, Vendor has the right to grant the rights and assignments granted herein, without the need for any assignments, releases, consents, approvals, immunities or other rights not yet obtained; (h) subject to the IP Exceptions (as defined below) and Section 14 below, the Services and Deliverables (excluding any third party software) (and the exercise of the rights granted herein with HP’s Privacy Policy respect thereto) do not and complies with applicable law; 4. Vendor Terms comply with this Agreementshall not infringe, HP’s Command Center Terms misappropriate or violate any patent, copyright, trademark, trade secret, publicity, privacy or other intellectual property or other rights of Serviceany third party, and applicable law; 5. All information provided for the listing are not and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will shall not without the applicable User’s consent, either directly be defamatory or indirectly via an authorized HP reseller, obscene; (i) access User Data except the Services and Deliverables shall be free from any viruses, worms, Trojan horses or other harmful or malicious code or components, and free from any “self-help” code or other disabling code; (j) subject to provide Vendor Product functions the IP Exceptions (as defined below) and Section 14 below, neither the Deliverables nor any element thereof shall be subject to any restrictions or to provide User supportany mortgages, liens, pledges, security interests, encumbrances or encroachments; (iik) disclose User Data, or (iii) modify User Data; 7. Vendor Products do not and will not contain or introduce any malicious software and are not designed to or utilized for spamming or hacking any Users, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules laws and regulations; (l) if a Deliverable will contain any open source code, including without limitationVendor will identify such open source code in the applicable Work Order or Change Order and will attach a copy of the license to such open source code to the Work Order or Change Order, as the Children's Online Privacy case may be; and Protection Act(m) Vendor shall comply with Section 13 (Client Data) below. Notwithstanding anything to the contrary, all other laws governing If Customer notifies Vendor in writing of a breach of the collectionwarranty in Section 13.1(c) within the Warranty Period, useVendor shall promptly correct and repair (at PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS no cost to Customer) any such non-compliance that prevents such Service from conforming and performing as warranted immediately above. Notwithstanding the foregoing, storage and transfer of personal data or personal information, and any laws that Vendor’s obligations under this Section 13.1 (c) shall not apply to inthe extent that the defect, Error or Bug or non-app purchases; 11. Listingconformance with the specifications or warranty , marketingis caused by (i) modifications or customization of the Deliverables which are not created, distributionauthorized in writing, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Vendor is a party or of which Vendor is otherwise aware; and 12. Vendor acknowledges that this Agreement is subject directed in writing by Vendor, but only to the exportextent that such modifications, import and other tradecustomization caused the non-related laws and regulations of the United States and other national governments. Vendor warrants that (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and compliance; (ii) except for countries identified Customer’s hardware malfunction, but only to the extent that such hardware malfunction caused the non-compliance, (iii) third party software not licensed through Vendor and/or incorporated by Vendor pursuant into the Deliverable, but only to Section 3.a.1 the extent that such third party software caused the non-compliance,, or (iv) the installation of the Deliverable in a hardware or operating environment expressly prohibited by the applicable Work Order. For purposes of this AgreementSection, there are no restrictions on access “Error” or “Bug” shall mean any error or defect in the Services (or Deliverables) in which the Services (or Deliverables) fail to Vendor Products operate in conformity with the Specifications which were tested as part of, and Information in any other countryas a condition to, Acceptance testing and Acceptance.

Vendor Representations and Warranties. Vendor represents and warrants: (a) Vendor shall provide the Services in a manner that meets or exceeds the performance standards set forth in this Agreement or the applicable SOW, for or , if not stated in the applicable SOW, at or above the levels achieved by Customer (in the case of Services performed by Customer) and required to be achieved by Customer’s Vendors (in the case of services performed by third party Vendors) during the twelve (12) months prior to the Effective Date, if applicable and available, except where Customer has agreed to specific quantitative Service Levels in this Agreement and/or an SOW hereto. (b) The Services shall be performed with promptness and diligence and executed in a workmanlike manner, in accordance with the practices and professional standards used in well-managed operations performing services similar to the Services; (c) Vendor shall use an adequate number of qualified individuals with suitable training, education, experience, and skill to perform the Services and be sufficiently familiar with the technology, processes and procedures used to provide such Services; (d) Vendor is either the owner of, or has sufficient and valid rights and authorizations to use, the Existing Third Party Software or Background Technology, and all intellectual property rights therein, which Vendor provides or that is to be utilized by Vendor or approved subcontractors in the provision of the Services. (e) Subject to 12.3, below, the Services, including any products materials and Deliverables used to provide the Services, Work Product and Deliverables do not and will not misappropriate, infringe or violate the intellectual property rights of any third party, including any patent, copyright, trademark, trade secret, publicity, privacy or other intellectual property or other rights of any third party, and are not and shall not be defamatory or obscene. The Work Product shall be an original work of Vendor, and each Vendor Product submitted for listing Personnel or other person involved in the Command Center Service CataloguePORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS development of Work Product has executed (or prior to any such involvement, that: 1. shall have executed) a written agreement with Vendor holds in which such person and/or subcontractor (i) assigns to Vendor all rights necessary right, title and interest in and to the Work Product in order that Vendor may fully grant HP the rights and assignments to Customer as provided herein and (ii) agrees to be bound by confidentiality and non-disclosure obligations no less restrictive than those set forth in this Agreement; 2(f) The Services, Work Product and/or Deliverables shall substantially conform to the technical and functional specifications in a SOW (“Specifications”) for such Services, Work Product and/or Deliverables such that Services, Work Product and/or Deliverables are free from Material Defects as agreed and defined by the Parties or set forth in the applicable SOW for the Warranty Period. As part of the Services, during the applicable Warranty Period, Vendor has will promptly correct any Material Defects which prevent any Services, Work Product or Deliverable(s) from conforming to the power and authority, though itself and its representative accepting this Agreement, and full capacity to enter into Acceptance Criteria or Specifications specified in this Agreement and fully perform its obligations or SOW. “Warranty Period” shall mean, with respect to a Deliverable or Service, a period of sixty (60) days following the Acceptance of the Work Product or a Deliverable, or the performance of a Service, or such other time period as my be set forth in this Agreement; 3the applicable SOW. Notwithstanding the forgoing, Vendor’s Privacy Policy obligations under this Section 8.1(f) shall not apply to the extent such non-conformance with the Specifications or Acceptance Criteria is materially consistent with HP’s Privacy Policy and complies with applicable law; 4. Vendor Terms comply with this Agreement, HP’s Command Center Terms of Service, and applicable law; 5. All information provided for the listing and on the Vendor’s HP Command Center Service Catalogue Vendor Webpage accurately describes the Vendor Product including its pricing, functionality and usability; 6. Vendor will not without the applicable User’s consent, either directly or indirectly via an authorized HP reseller, caused by (i) access User Data except Customer’s hardware malfunction, but only to provide Vendor Product functions or to provide User support, the extent such hardware malfunction caused the non-conformance (ii) disclose User Datathird party software not licensed through Vendor but only to the extent that such third party software caused the non-conformance, or (iii) modify User Data; 7. Vendor Products do not the installation of the Deliverable in a hardware or operating environment expressly prohibited in the applicable specifications in the SOW; and will not contain (iv) modifications or introduce any malicious software and customization, of the Deliverables which are not designed to or utilized for spamming or hacking any Userscreated, the HP Command Center Service or the HP Command Center Service Catalogue; 8. Vendor shall not engage authorized in any activity with the HP Command Center Service, including the development or distribution of any Vendor Product, that interferes with, disrupts, damageswriting, or accesses directed in an unauthorized manner the deviceswriting by Vendor, servers, networks, or other properties or services of any third party including but not limited to Users, HP or any third party designated by HP; 9. Vendor Products and the use of such Vendor Product by Users, and the activities with respect to such Vendor Products undertaken by HP in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of HP or any third party; 10. Vendor Products will comply with all applicable laws, rules and regulations, including without limitation, the Children's Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases; 11. Listing, marketing, distribution, installation and use of an Approved Vendor Product through the HP Command Center Catalogue does not violate any agreements to which Vendor is a party or of which Vendor is otherwise aware; and 12. Vendor acknowledges that this Agreement is subject only to the exportextent that such modifications, import and other tradecustomization caused the non-related laws and regulations of the United States and other national governments. Vendor warrants that (i)all Vendor Products and corresponding Vendor Information provided to HP are authorized for import and export under the laws and regulations of the United States and all countries where Vendor operates and (ii) except for countries identified by Vendor pursuant to Section 3.a.1 of this Agreement, there are no restrictions on access to Vendor Products and Information in any other countryconformance.