Common use of ASSIGNMENT AND SUBCONTRACTORS Clause in Contracts

ASSIGNMENT AND SUBCONTRACTORS. A. Neither this Agreement nor any rights or obligations hereunder may be assigned by either party hereto without the written consent of the other party. In the event of a mutually agreed to assignment, each party shall remain liable for the performance of its assignee(s). BOSTON FINANCIAL may, however, employ agents to assist it in performing its duties hereunder; provided, however, that BOSTON FINANCIAL shall be fully responsible to the Trust for the acts and omissions of any agent employed by it to the same extent as it is for its own acts and omissions and BOSTON FINANCIAL shall obtain the Trust’s prior approval for the employment of any such agent that is not an affiliate of BOSTON FINANCIAL. The foregoing shall not be deemed to apply to any direct contracts between the Trust and any affiliate of BOSTON FINANCIAL as to which BOSTON FINANCIAL is not a party. BOSTON FINANCIAL may provide the services hereunder from service locations within or outside of the United States; provided, however, that such services shall only be provided outside the United States if the Trust has given its prior approval and so long as such service providers comply with all applicable U.S. laws and regulations concerning the services to be performed hereunder. B. Notwithstanding anything in this Agreement to the contrary, nothing herein shall impose any duty upon BOSTON FINANCIAL in connection with or make BOSTON FINANCIAL liable for the actions or omissions to act of unaffiliated third parties, over which BOSTON FINANCIAL has no direct control through contract or other means, such as, by way of example and not limitation, Airborne services, the U.S. mails, the National Securities Clearing Commission and telecommunication companies, provided, if BOSTON FINANCIAL selected such company, BOSTON FINANCIAL shall have exercised due care in selecting the same.