Common use of Approved Contractors Clause in Contracts

Approved Contractors. 19.1 Subject to obtaining Approval and the provisions of this clause 19, the Licensee may use the services of Approved Contractors in the manufacture of Burberry Items, PROVIDED ALWAYS THAT (A) approval of any Approved Contractors shall in no way diminish the Licensee's obligations to Burberry under this Agreement; and (B) Approved Contractors do not sub-contract the manufacture of any Burberry Items except to Approved Contractors who have been Approved to manufacture those specific Burberry Items and notice of such sub-contracting is provided to Burberry. 19.2 In the event that the Licensee wishes to use any party as a contractor as described in clause 19.1, the Licensee shall prior to placing any order with such party: (A) supply Burberry with the name and address of the proposed contractor and such information as Burberry may reasonably require as to the financial stability, ownership, management and general stability of the proposed contractor; (B) supply Burberry with the address of such premises at which it is proposed that the proposed contractor shall be manufacturing Burberry Items, and the type of Burberry Items which it is proposed shall be manufactured at such premises, and such further information as Burberry may reasonably require in relation to such premises and such Burberry items; (C) if requested by Burberry, provide evidence satisfactory to Burberry that the use of such contractor by the Licensee will not affect the Licensee's ability to comply with the Laws and codes of practice referred to in clauses 9.28 to 9.30; (D) seek in writing and obtain Approval for the proposed contractor as an Approved Contractor; and (E) obtain and deliver to Burberry a signed Undertaking and a signed Questionnaire from the proposed contractor to Burberry in the then current form used by Burberry, and Burberry shall within 15 Working Days of receiving the Licensee's written request seeking Approval for a proposed Approved Contractor together with all information in relation thereto requested by Burberry either give Approval or refuse Approval in writing. 19.3 The Licensee shall promptly notify Burberry in writing when it ceases to use the services of any Approved Contractor and the reasons for such cessation. 19.4 The Licensee shall: (A) exercise proper supervision over the operations of each Approved Contractor including (but not limited to) quality control and strict control of all labels and similar materials so that at all times all Burberry Items manufactured by that Approved Contractor are of the quality required under this Agreement; (B) procure that no Approved Contractor at any time supplies any Burberry Items to any party other than the Licensee, Burberry or a member of the Burberry Group except as Approved; (C) use its best endeavours to supply to Burberry as soon as possible any such information in relation to any Approved Contractor as may from time to time be reasonably requested by Burberry; (D) promptly if so requested by Burberry and provided that Burberry can demonstrate a bona fide reason for such a request, procure that any Approved Contractor sign such amended form of Undertaking or complete such amended form of Questionnaire as Burberry shall specify and if the relevant Approved Contractor does not do so Burberry will be deemed to have withdrawn Approval under 19.6; (E) use its best endeavours to procure that each Approved Contractor at all times observes and complies with either: (i) the terms of such form of Undertaking in Burberry's favour as has been signed by that Approved Contractor; or (ii) at any time as any Approved Contractor has not signed an Undertaking in Burberry's favour, the terms of the form of undertaking which appears at appendix C or such replacement therefor as Burberry shall have notified the Licensee; and (F) assist Burberry or its authorised representatives so that they can enter and inspect all premises where Licensed Products have been, are being or are intended to be manufactured and/or stored whether owned or controlled by the Licensee, any Approved Contractor or otherwise. 19.5 For the avoidance of doubt the Licensee shall not have manufactured any Burberry Items or permit to be manufactured any Burberry Items by any third party (including, without limitation, any Affiliate of the Licensee) other than an Approved Contractor and then only in accordance with the terms of the relevant Approval and in respect of the Burberry Items for which the relevant Approved Contractor has been Approved. 19.6 Without prejudice or limitation to any other right or remedy which Burberry may have: (A) in the event of any breach of either of clauses 18.4 or 18.5; or (B) if Burberry determines that the Approved Contractor is not meeting Burberry's standards with regard to quality or delivery; or (C) if the Approved Contractor has in any way infringed Burberry's Intellectual Property Rights, Burberry shall be entitled by notice to the Licensee to withdraw forthwith its Approval of all or any Approved Contractor(s) whereupon the Licensee shall: (i) place no further orders with that contractor; (ii) use its best endeavours to procure that such contractor ceases forthwith the manufacture of Burberry Items; (iii) use its best endeavours to recover all items incorporating any Burberry Intellectual Property from that contractor; and (iv) certify to Burberry in writing signed by its Chairman, President, Chief Executive Officer or Chief Financial Officer that the requirements of sub-clauses (A), (B) and (C) above have been complied with in full. 19.7 For the purposes of clauses 19.4(A), 19.4(B), 19.4(C) and 19.4(E), Approved Contractor shall include any contractors of the Licensee or sub-contractors of any Approved Contractor which would have qualified as an Approved Contractor if Burberry had Approved them.

Approved Contractors. 19.1 Subject to obtaining Approval and the provisions of this clause 19, the Licensee may use the services of Approved Contractors in the manufacture of Burberry Items, PROVIDED ALWAYS THAT, (A) approval of any Approved Contractors shall in no way diminish the Licensee's obligations to Burberry under this Agreement; and (B) Approved Contractors do not sub-contract sub_contract the manufacture of any Burberry Items except to Approved Contractors who have been Approved to manufacture those specific Burberry Items and notice of such sub-contracting sub_contracting is provided to Burberry. 19.2 In the event that the Licensee wishes to use any party as a contractor as described in clause 19.1, the Licensee shall prior to placing any order with such party: (A) supply Burberry with the name and address of the proposed contractor and such information as Burberry may reasonably require as to the financial stability, ownership, management and general stability of the proposed contractor; (B) supply Burberry with the address of such premises at which it is proposed that the proposed contractor shall be manufacturing Burberry Items, and the type of Burberry Items which it is proposed shall be manufactured at such premises, and such further information as Burberry may reasonably require in relation to such premises and such Burberry items; (C) if requested by Burberry, provide evidence satisfactory to Burberry that the use of such contractor by the Licensee will not affect the Licensee's ability to comply with the Laws and codes of practice referred to in clauses 9.28 to 9.30; (D) seek in writing and obtain Approval for the proposed contractor as an Approved Contractor; and (E) obtain and deliver to Burberry a signed Undertaking and a signed Questionnaire from the proposed contractor to Burberry in the then current form used by Burberry, and Burberry shall within 15 Working Days of receiving the Licensee's written request seeking Approval for a proposed Approved Contractor together with all information in relation thereto requested by Burberry either give Approval or refuse Approval in writing. 19.3 The Licensee shall promptly notify Burberry in writing when it ceases to use the services of any Approved Contractor and the reasons for such cessation. 19.4 The Licensee shall: (A) exercise proper supervision over the operations of each Approved Contractor including (but not limited to) quality control and strict control of all labels and similar materials so that at all times all Burberry Items manufactured by that Approved Contractor are of the quality required under this Agreement; (B) procure that no Approved Contractor at any time supplies any Burberry Items to any party other than the Licensee, Burberry or a member of the Burberry Group except as Approved; (C) use its best endeavours to supply to Burberry as soon as possible any such information in relation to any Approved Contractor as may from time to time be reasonably requested by Burberry; (D) promptly if so requested by Burberry and provided that Burberry can demonstrate a bona fide reason for such a request, procure that any Approved Contractor sign such amended form of Undertaking or complete such amended form of Questionnaire as Burberry shall specify and if the relevant Approved Contractor does not do so Burberry will be deemed to have withdrawn Approval under 19.6; (E) use its best endeavours to procure that each Approved Contractor at all times observes and complies with either: (i) the terms of such form of Undertaking in Burberry's favour as has been signed by that Approved Contractor; or (ii) at any time as any Approved Contractor has not signed an Undertaking in Burberry's favour, the terms of the form of undertaking which appears at appendix C or such replacement therefor as Burberry shall have notified the Licensee; and (F) assist Burberry or its authorised representatives so that they can enter and inspect all premises where Licensed Products have been, are being or are intended to be manufactured and/or stored whether owned or controlled by the Licensee, any Approved Contractor or otherwise. 19.5 For the avoidance of doubt the Licensee shall not have manufactured any Burberry Items or permit to be manufactured any Burberry Items by any third party (including, without limitation, any Affiliate of the Licensee) other than an Approved Contractor and then only in accordance with the terms of the relevant Approval and in respect of the Burberry Items for which the relevant Approved Contractor has been Approved. 19.6 Without prejudice or limitation to any other right or remedy which Burberry may have: (A) in the event of any breach of either of clauses 18.4 or 18.5; or (B) if Burberry determines that the Approved Contractor is not meeting Burberry's standards with regard to quality or delivery; or (C) if the Approved Contractor has in any way infringed Burberry's Intellectual Property Rights, Burberry shall be entitled by notice to the Licensee to withdraw forthwith its Approval of all or any Approved Contractor(s) whereupon the Licensee shall: (i) place no further orders with that contractor; (ii) use its best endeavours to procure that such contractor ceases forthwith the manufacture of Burberry Items; (iii) use its best endeavours to recover all items incorporating any Burberry Intellectual Property from that contractor; and (iv) certify to Burberry in writing signed by its Chairman, President, Chief Executive Officer or Chief Financial Officer that the requirements of sub-clauses sub_clauses (A), (B) and (C) above have been complied with in full. 19.7 For the purposes of clauses 19.4(A), 19.4(B), 19.4(C) and 19.4(E), Approved Contractor shall include any contractors of the Licensee or sub-contractors sub_contractors of any Approved Contractor which would have qualified as an Approved Contractor if Burberry had Approved them.

Approved Contractors. 19.1 Subject to obtaining Approval and the provisions of this clause 19, the Licensee may use the services of Approved Contractors in the manufacture of Burberry Items, PROVIDED ALWAYS THAT (A) approval of any Approved Contractors shall in no way diminish the Licensee's obligations to Burberry under this Agreement; and (B) Approved Contractors do not sub-contract sub_contract the manufacture of any Burberry Items except to Approved Contractors who have been Approved to manufacture those specific Burberry Items and notice of such sub-contracting sub_contracting is provided to Burberry. 19.2 In the event that the Licensee wishes to use any party as a contractor as described in clause 19.1, the Licensee shall prior to placing any order with such party: (A) supply Burberry with the name and address of the proposed contractor and such information as Burberry may reasonably require as to the financial stability, ownership, management and general stability of the proposed contractor; (B) supply Burberry with the address of such premises at which it is proposed that the proposed contractor shall be manufacturing Burberry Items, and the type of Burberry Items which it is proposed shall be manufactured at such premises, and such further information as Burberry may reasonably require in relation to such premises and such Burberry items; (C) if requested by Burberry, provide evidence satisfactory to Burberry that the use of such contractor by the Licensee will not affect the Licensee's ability to comply with the Laws and codes of practice referred to in clauses 9.28 to 9.30; (D) seek in writing and obtain Approval for the proposed contractor as an Approved Contractor; and (E) obtain and deliver to Burberry a signed Undertaking and a signed Questionnaire from the proposed contractor to Burberry in the then current form used by Burberry, and Burberry shall within 15 Working Days of receiving the Licensee's written request seeking Approval for a proposed Approved Contractor together with all information in relation thereto requested by Burberry either give Approval or refuse Approval in writing. 19.3 The Licensee shall promptly notify Burberry in writing when it ceases to use the services of any Approved Contractor and the reasons for such cessation. 19.4 The Licensee shall: (A) exercise proper supervision over the operations of each Approved Contractor including (but not limited to) quality control and strict control of all labels and similar materials so that at all times all Burberry Items manufactured by that Approved Contractor are of the quality required under this Agreement; (B) procure that no Approved Contractor at any time supplies any Burberry Items to any party other than the Licensee, Burberry or a member of the Burberry Group except as Approved; (C) use its best endeavours to supply to Burberry as soon as possible any such information in relation to any Approved Contractor as may from time to time be reasonably requested by Burberry; (D) promptly if so requested by Burberry and provided that Burberry can demonstrate a bona fide reason for such a request, procure that any Approved Contractor sign such amended form of Undertaking or complete such amended form of Questionnaire as Burberry shall specify and if the relevant Approved Contractor does not do so Burberry will be deemed to have withdrawn Approval under 19.6; (E) use its best endeavours to procure that each Approved Contractor at all times observes and complies with either: (i) the terms of such form of Undertaking in Burberry's favour as has been signed by that Approved Contractor; or (ii) at any time as any Approved Contractor has not signed an Undertaking in Burberry's favour, the terms of the form of undertaking which appears at appendix C or such replacement therefor as Burberry shall have notified the Licensee; and (F) assist Burberry or its authorised representatives so that they can enter and inspect all premises where Licensed Products have been, are being or are intended to be manufactured and/or stored whether owned or controlled by the Licensee, any Approved Contractor or otherwise. 19.5 For the avoidance of doubt the Licensee shall not have manufactured any Burberry Items or permit to be manufactured any Burberry Items by any third party (including, without limitation, any Affiliate of the Licensee) other than an Approved Contractor and then only in accordance with the terms of the relevant Approval and in respect of the Burberry Items for which the relevant Approved Contractor has been Approved. 19.6 Without prejudice or limitation to any other right or remedy which Burberry may have: (A) in the event of any breach of either of clauses 18.4 or 18.5; or (B) if Burberry determines that the Approved Contractor is not meeting Burberry's standards with regard to quality or delivery; or (C) if the Approved Contractor has in any way infringed Burberry's Intellectual Property Rights, Burberry shall be entitled by notice to the Licensee to withdraw forthwith its Approval of all or any Approved Contractor(s) whereupon the Licensee shall: (i) place no further orders with that contractor; (ii) use its best endeavours to procure that such contractor ceases forthwith the manufacture of Burberry Items; (iii) use its best endeavours to recover all items incorporating any Burberry Intellectual Property from that contractor; and (iv) certify to Burberry in writing signed by its Chairman, President, Chief Executive Officer or Chief Financial Officer that the requirements of sub-clauses sub_clauses (A), (B) and (C) above have been complied with in full. 19.7 For the purposes of clauses 19.4(A), 19.4(B), 19.4(C) and 19.4(E), Approved Contractor shall include any contractors of the Licensee or sub-contractors sub_contractors of any Approved Contractor which would have qualified as an Approved Contractor if Burberry had Approved them.