As Master Service Provider (“MSP“) you acknowledge that you shall also have access to your customer’s accounts and your customer’s data. MSP confirms that it has implemented and shall maintain for the term of this Agreement industry-standard physical, technical and administrative safeguards designed to secure customer accounts and customer data from accidental loss and unauthorized access, use, alteration or disclosure. MSP confirms and acknowledges that it shall not access, use, alter or disclose any customer account or customer data without the consent of such customer.
Each party acknowledges and agrees that (i) any and all rights, priorities, and privileges relating to intellectual property of any nature, arising under copyrights, patents, trademarks, trade secrets, and know-how, as well as licenses and applications relating to any of the foregoing, including, but not limited to, all such rights in the products and services (“Intellectual Property Rights“) are the sole and exclusive property of DDFU and its partners (ii) MSP shall not acquire any ownership interest in any of the Intellectual Property Rights (iii) any goodwill derived from MSP’s use of DDFU Intellectual Property Rights inures to the benefit of DDFU or its licensors, as the case may be (iv) if MSP acquire any intellectual property rights in or relating to the products and services (including, but not limited to, any rights in any Trademarks, derivative works, or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to DDFU and its partners or its licensors, as the case may be, without further action by either party and(v) each party shall use the other party’s Intellectual Property Rights solely for the purposes of performing the receiving party’s obligations under this Agreement and only in accordance with this Agreement and the instructions provided by the owner of the Intellectual Property Rights.
The parties agree to comply with all applicable laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and all U.S. and international anti-bribery laws. Neither party nor any of a party’s agents or employees shall offer, pay, promise or authorize any direct or indirect payments of anything of value for the purpose of obtaining business to any official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any official or employee of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business), any political party or party official, any political candidate or any person or entity whom party knows or has reason to believe will give part of the payments to any of the previously mentioned categories of people. Should MSP have any further questions about the FCPA see U.S. Department of Justice’s website at http://www.usdoj.gov/criminal/fraud/fcpa/.
MSP agrees to defend, indemnify, and hold DDFU and its partners, subsidiaries, subcontractors, affiliates, officers, directors, employees and agents harmless from and against all damages, costs, and expenses, including, but not limited to, reasonable attorneys’ fees and expenses, as a result of (i) the services that MSP distributes, markets, installs, licenses or supports related to the products and services whether stand-alone or as incorporated with other products or services; (ii) use, sublicense or resale of the products and services, or professional services provided by DDFU to MSP pursuant to a separate statement of work, if applicable (the “Professional Services”); (iii) MSP’s breach of these terms and conditions; (iv)suspension or termination of MSP’s access to services and deletion of any stored data in the event of MSP’s non- payment of undisputed invoices; (v) MSP’s violation of any law or regulation, or (vi) any negligent acts or omissions that may interfere with or adversely affect any of DDFU’s Intellectual Property Rights, customers’ use and/ or access to DDFU products and services, deletion and/ or corruption of customer accounts and customer data.