WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party warrants to the other that: 12.1.1 it has the full right, title and authority to enter into this Agreement; 12.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement; 12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade marks, names, logos or intellectual property rights of any other person; and 12.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement. 12.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event. 12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid. 12.4 Both parties warrant that: 12.4.1 as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement; 12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained; 12.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof; 12.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them: 12.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
Appears in 3 contracts
Sources: Event Services Agreement, Event Services Agreement, Event Services Agreement
WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party warrants to the other that:
12.1.1 it has the full right, title and authority to enter into this Agreement;
12.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement;
12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade markstrademarks, names, logos or intellectual property rights of any other person; and
12.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement.
12.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event.
12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful willful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid.
12.4 Both parties warrant that:
12.4.1 as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement;
12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained;
12.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof;
12.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them:
12.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
12.5 The Event Organizer warrants that:
12.5.1 It is the owner of the Event and the Event name, alternatively that it has the legal right and title to the Event and the Event name.
12.5.2 Has and I or will obtain all the necessary consents and approvals required by law to host the Event.
12.5.3 Save for the funds and payments recorded above, TKZN is not and shall not be liable for any and all costs associated with the Event or the Event name.
12.5.4 The Event Organizer indemnifies TKZN from any such costs or obligations.
12.5.5 TKZN will not be liable directly or indirectly, to any party for any costs and expenses and I or any supplier or third-party costs for any goods and services of whatsoever nature, incurred or associated with the Event or the hosting of the Event. The Event Organiser shall be solely liable for any such costs and expenses.
12.5.6 All its directors, contractors, suppliers, consultants, representatives and employees shall act In the interests of TKZN and shall refrain from any conduct which brings TKZN or the Kwa Zulu Natal Government and I or the MEC, Economic Development, Tourism and Environmental Affairs, Kwa Zulu-Natal into disrepute, which conduct will be grounds for TKZN to summarily terminate this contract.
12.5.7 All its contractors, representatives, employees, directors, consultants and associates shall not make any statement or comment to the media or any third party, relating to TKZN, without permission in writing from TKZN.
12.5.8 It will not incur any liability on behalf of TKZN, unless expressly authorized to do so in writing.
Appears in 3 contracts
Sources: Event Agreement, Event Agreement, Event Sponsorship Agreement
WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party warrants to the other that:
12.1.1 it has the full right, title and authority to enter into this Agreement;
12.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement;
12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade markstrademarks, names, logos or intellectual property rights of any other person; and
12.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement.
12.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event.
12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid.
12.4 Both parties warrant that:
12.4.1 as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement;
12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained;
12.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof;
12.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them:
12.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
12.5 The Event Organizer warrants that:
12.5.1 It is the owner of the Event and the Event name, alternatively that it has thelegal right and title to the Event and the Event name.
12.5.2 Has and I or will obtain all the necessary consents and approvals required by law to host the Event.
12.5.3 Save for the funds and payments recorded above, TKZN is not and shall not be liable for any and all costs associated with the Event or the Event name.
12.5.4 The Event Organizer indemnifies TKZN from any such costs or obligations.
12.5.5 TKZN will not be liable directly or indirectly, to any party for any costs and expenses and I or any supplier or third party costs for any goods and services of whatsoever nature, incurred or associated with the Event or the hosting of the Event. The Event Organiser shall be solely liable for any such costs and expenses.
12.5.6 All its directors, contractors, suppliers, consultants, representatives and employees shall act In the interests of TKZN and shall refrain from any conduct which brings TKZN or the Kwa Zulu Natal Government and I or the MEC, Economic Development, Tourism and Environmental Affairs, Kwa Zulu-Natal into disrepute, which conduct will be grounds for TKZN to summarily terminate this contract.
12.5.7 All its contractors, representatives, employees, directors, consultants and associates shall not make any statement or comment to the media or any third party, relating to TKZN, without permission in writing from TKZN.
12.5.8 It will not incur any liability on behalf of TKZN, unless expressly authorized to do so in writing.
Appears in 2 contracts
Sources: Event Agreement, Event Hosting Agreement
WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party 8.1 The Directory Partner warrants and undertakes to the other VGCS that:
12.1.1 8.1.1 it has full right and authority to enter into this Agreement and that its entry into this Agreement does not breach any third party’s rights or any other Agreement to which it is a party;
8.1.2 it shall implement and comply with the Codes of Practice and any other reasonable policies provided by VGCS or Vodafone to the Directory Partner from time to time which address anti-social, fraudulent or unlawful use of Directory, the Content, the Vodafone Networks and/or any mobile device;
8.1.3 it shall not act in a way which will impair the operation of the Directory, the Vodafone Networks or any part of them, or put them in jeopardy;
8.1.4 it shall comply with all relevant requirements of the Data Protection Legislation and will not reproduce, sell, publish or otherwise commercially exploit any information or data obtained by it under this Agreement;
8.1.5 it has the necessary licences, consents, permission or approvals to operate, and to grant the rights to use the Content as permitted by the terms of this Agreement;
8.1.6 it will use reasonable skill and care in carrying out its obligations and exercising its rights under this Agreement; and
8.1.7 The Company and the Platform shall comply with the KPIs and the Platform shall otherwise be fit for he purpose set out in this Agreement.
8.2 The Directory Partner warrants and undertakes to VGCS that the Content:
8.2.1 be of satisfactory quality, be fit for purpose, and be kept fresh, updated and current (with reference to the nature of the Content’s subject matter) at all times;
8.2.2 will comply with the Format, the Content Description and all relevant Guidelines;
8.2.3 will not infringe any third Party’s rights (including Intellectual Property Rights);
8.2.4 will not be defamatory, racist, materially inaccurate, be so violent or abusive in nature as to be reasonably likely to cause serious offence to any material group of people, or otherwise be in breach of any applicable law, regulation or code of conduct or result in VGCS or any part of the Vodafone Group or Vodafone Group being in breach of any law;
8.2.5 will not contain any Content that promotes a Competitor or criticises VGCS or Vodafone or brings VGCS or Vodafone into disrepute;
8.2.6 shall not, and the Platform shall not, contain any computer viruses, logic bombs, trojan horses and/or any other items of software which would disrupt the proper operation of the Directory or any mobile device; and
8.2.7 it is tax resident in the United States and will be deemed to remain tax resident in that territory unless it notifies VGCS of a change of tax residency on 30 days prior written notice. The Company shall immediately provide any documentation required by VGCS evidencing its tax residency in such territory.
8.3 VGCS warrants and undertakes that:
8.3.1 it has full right, title right and authority to enter into this Agreement;
12.1.2 8.3.2 it is free and able to grant shall comply with all relevant requirements of the rights and perform the obligations undertaken by it in this Agreement;
12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade marks, names, logos or intellectual property rights of any other personData Protection Legislation; and
12.1.4 8.3.3 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of will use reasonable skill and care in carrying out its obligations and exercising its rights under this Agreement.
12.2 The Event Organiser shall be responsible8.4 Each Party will immediately notify the other in writing of any claim or action, if actual or threatened, by a third Party as a result consequence of this Agreement or any of the Content.
8.5 The Directory Partner shall indemnify Vodafone and all members of the Vodafone Group from and against all loss, damage, expense or cost (including legal costs calculated on a solicitor-client basis) sustained by Vodafone or any Vodafone Group company because of any act claim or omissionallegation that the provision, willful use, receipt or negligent conductpossession of any Intellectual Property Right or materials provided by or on behalf of the Directory Partner to Vodafone or a Vodafone Group Company infringes the Intellectual Property Rights of a third party.
8.6 Nothing in this Agreement excludes either Party’s liability with respect to death and personal injury resulting from the negligence of that Party, its employees, agents or subcontractors, or gross negligence, either Party’s liability for fraud or any other liability which may not be excluded or restricted by law.
8.7 Except under Causes 8.5 and 8.6 in no circumstances will either Party be liable for any specialindirect, direct, indirect special or consequential damages or loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person profits arising from breach of any person associated, employed by or invited by TKZN to the Event or prior to the Event.
12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful default attributable directly to an action or omission by the Event Organizer and /or incompetencecontract, negligence or gross negligence by other liability even if the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN other Party had been advised or knew (or should have known) of the funds and all monies paidpossibility of such damages.
12.4 8.8 Both parties warrant that:
12.4.1 as far as is reasonably possible, no action Parties agree that they have reasonably taken or carry and will reasonably take for maintain throughout the duration term adequate insurance to cover such of their liabilities under this Agreement. In particular Directory Partner agrees to keep and maintain products/liability insurance to the value of [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] million and third party intellectual property rights insurance to the value of [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] million (and if requested to do so will note the Vodafone’s interest on the policy) and will not do anything to vitiate such insurance during the term of this Agreement has or shall render and a period of 1 year thereafter.
8.9 The Parties acknowledge that their respective obligations and liabilities are exhaustively defined in this Agreement unlawfuland that the express obligations and warranties made in this Clause 8 are in lieu of and to the exclusion of any warranty, nor shall such action result condition, term, undertaking or representation of any kind, express or implied, statutory or otherwise relating to anything supplied or provided or services performed under or in the Agreement being set aside, nor prevent the observance of this Agreement;
12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under connection with this Agreement have been duly obtained;
12.4.3 In order including (without limitation) as to validly conclude this Agreementthe condition, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof;
12.4.4 this Agreement shallquality, when properly executedperformance, constitute valid and binding obligations on them:
12.4.5 satisfactory quality or fitness for the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; andpurpose.
Appears in 1 contract
WARRANTIES, INDEMNITY AND LIABILITY. 12.1 11.1 Each Party warrants to the other that:
12.1.1 11.1.1 it has the full right, title and authority to enter into this Agreement;
12.1.2 11.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement;
12.1.3 11.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade markstrademarks, names, logos or intellectual property rights of any other person; and
12.1.4 11.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement.
12.2 11.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event.
12.3 11.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful willful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid.
12.4 11.4 Both parties warrant that:
12.4.1 11.4.1 as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement;
12.4.2 11.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained;
12.4.3 11.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof;
12.4.4 11.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them:
12.4.5 11.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
11.5 The Event Organizer warrants that:
11.5.1 It is the owner of the Event and the Event name, alternatively that it has the legal right and title to the Event and the Event name.
11.5.2 Has and I or will obtain all the necessary consents and approvals required by law to host the Event.
11.5.3 Save for the funds and payments recorded above, TKZN is not and shall not be liable for any and all costs associated with the Event or the Event name.
11.5.4 The Event Organizer indemnifies TKZN from any such costs or obligations.
11.5.5 TKZN will not be liable directly or indirectly, to any party for any costs and expenses and I or any supplier or third-party costs for any goods and services of whatsoever nature, incurred or associated with the Event or the hosting of the Event. The Event Organiser shall be solely liable for any such costs and expenses.
11.5.6 Magenta Global Pte Ltd will extend 200 complimentary passes to enable KwaZulu-Natal emerging farmers, producers, cooperatives & Agri officers to benefit from the knowledge exchange & networking, a key objective in enabling the capacity building, training & skills set upgrading so critical in the transition to a sustainable food system.
11.5.7 All its contractors, representatives, employees, directors, consultants and associates shall not make any statement or comment to the media or any third party, relating to TKZN, without permission in writing from TKZN.
11.5.8 It will not incur any liability on behalf of TKZN, unless expressly authorized to do so in writing.
11.6 The Event Organizer indemnifies TKZN, its officers, directors and employees and holds them harmless from and against any and all claims, liability, losses, damages, costs and expenses, judgments and penalties arising out of a breach of the Event Organiser's warranties under this Agreement.
11.7 Save for the payments TKZN has agreed to herein, the Event Organiser indemnifies TKZN from any costs, damages, losses and expenses of whatever nature, and wheresoever arising, out of or associated in any way with the Event, including any claim for any damages or losses by any third party, individual, firm or legal entity.
Appears in 1 contract
Sources: Event Organiser Agreement
WARRANTIES, INDEMNITY AND LIABILITY. 12.1 Each Party warrants to the other that:
12.1.1 it has the full right, title and authority to enter into this Agreement;
12.1.2 it is free and able to grant the rights and perform the obligations undertaken by it in this Agreement;
12.1.3 its trademarks, name, logos and intellectual property rights, do not infringe the trade markstrademarks, names, logos or intellectual property rights of any other person; and
12.1.4 it shall not disclose to any third party any information relating to the business or affairs of the other or the contents of this Agreement.
12.2 The Event Organiser shall be responsible, if as a result of any act or omission, willful or negligent conduct, or gross negligence, for any special, direct, indirect or consequential loss or damage to the stand or other property of any kind brought to the Event by TKZN, its servants, employees, agents, contractors or invitees or for any injury to the person of any person associated, employed by or invited by TKZN to the Event or prior to the Event.
12.3 The Event Organiser shall be liable to TKZN, if the Event is cancelled due to non-performance, wilful default attributable directly to an action or omission by the Event Organizer and /or incompetence, negligence or gross negligence by the Event Organizer. The Event Organiser shall repay and be liable to refund TKZN the funds and all monies paid.
12.4 Both parties warrant that:
12.4.1 : as far as is reasonably possible, no action that they have reasonably taken or will reasonably take for the duration of this Agreement has or shall render this Agreement unlawful, nor shall such action result in the Agreement being set aside, nor prevent the observance of this Agreement;
12.4.2 all authorisations and approvals required under the laws of the Republic of South Africa to authorise them to fulfil and perform their obligations under this Agreement have been duly obtained;
12.4.3 In order to validly conclude this Agreement, they have followed all procedures prescribed by law and/or their own policies and they have complied with all relevant provisions thereof;
12.4.4 this Agreement shall, when properly executed, constitute valid and binding obligations on them:
12.4.5 the execution and performance of this Agreement does not and will not contravene any laws or any provision of any rules or policy; and
Appears in 1 contract
Sources: Event Agreement