By Subcontractor Clause Samples

By Subcontractor. Subcontractor further represents, warrants, and covenants that: (i) Subcontractor’s performance under the Agreement will be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry with due regard to preserving and promoting the mission, goodwill, and best interests of Pavion and the applicable Client; (ii) in the course of providing the Services, Subcontractor will comply with all applicable Pavion, or applicable Client, security regulations and workplace requirements; (iii) it is in compliance with, and will provide the Services in compliance with, all applicable laws, rules, regulations, and the Agreement; (iv) it will maintain labor policies in conformity with applicable law; (v) to the extent that the Services are with respect to software, the Services will be free of any: (a) viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code; and (b) software disabling devices, time-out devices, counter devices or devices intended to collect data regarding usage or related statistics without the prior written authorization of Pavion or the applicable Client; (vi) no licenses, permissions, or releases of third party rights are necessary for Pavion’s or the applicable Client’s production, distribution or other use of the Services; (vii) Pavion’s and each applicable Client’s use of the Services will not be unlawful or otherwise violate the rights of any third party; (viii) Pavion or the applicable Client will receive good and valid title to all of the Services, free and clear of all encumbrances and liens of any kind; (ix) Subcontractor and all Subcontractor Personnel are licensed in accordance with laws applicable where the individual is performing their trade or service; (x) Subcontractor and all Subcontractor Personnel are in compliance with, and members in good standing of, their respective licensing boards; (xi) it will not bring onto Pavion’s or any Client’s premises or transfer onto Pavion’s or any Client’s systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, Pavion and the applicable Client has been consented to in writing by such third party; and (xii) except as may be expressly approved by Pavion or the applicable Client, the Services do not contain any Controlled Materials.

By Subcontractor. Unless specifically authorized by ▇▇▇▇▇, any attempt by Subcontractor to assign its rights or delegate or subcontract any of its duties under this Subcontractor Agreement without written permission from Penta is invalid. If ▇▇▇▇▇ approves delegation or subcontracting, Subcontractor remains responsible to Penta for the performance of those delegated or subcontracted Services just as though Subcontractor had performed them itself.

By Subcontractor. Subcontractor will indemnify and hold Penta and its respective officers, directors and Staff, harmless from any third-party demands, claims, fines, or penalties (hereinafter, collectively, the “Claims”) against Penta and/or Pfizer and any other Partner (including reasonable costs of defense) that arise: (i) from Subcontractor’s negligence, willful misconduct, or failure to abide by its obligations under this Subcontractor Agreement and related Master Agreement and SOW, or (ii) if Subcontractor makes payments to Healthcare Professionals, from: (A) any unauthorized or unlawful use, access, alternation, loss or disclosure of Personal Data, or (B) an audit, investigation, or litigation predicated upon Subcontractor’s failure to provide data pursuant to its Payments to Healthcare Professionals obligations; except to the extent that such Claims were caused by Penta and/or Pfizer and any other Partners’ negligence, willful misconduct, or failure to comply with their obligations under this Subcontractor Agreement and related Master Agreement and SOW and any other subcontractor agreement.

By Subcontractor. Subcontractor shall, at its expense, defend, indemnify and hold EMC and its subsidiaries, parent, affiliates, and their respective directors, officers, agents and employees (collectively, the “Indemnified Parties”) harmless from and against all losses, costs (including reasonable attorney fees), damages, fines, and expenses arising from third party claims, liabilities and suits arising out of or relating to (i) any violation of employment, social security or other laws; (ii) claims for compensation or any other claims of any type or nature by Subcontractor's employees, independent contractors, subcontractors, or agents (“Subcontractor Personnel”) performing Subcontracted Services, including, without limitation, claims or charges brought by Subcontractor Personnel against Indemnified Parties that relate to the employment relationship of such Subcontractor Personnel; (iii) any amount, including taxes, interest and penalties, assessed against Indemnified Parties that are the obligation of Subcontractor pursuant to this Exhibit J; and (iv) infringement of any third party patent or copyright, or trade secret by the Subcontracted Services and/or Work Product Subcontractor shall not be liable for any claim of infringement to the extent that it is based upon any services or products which are altered or modified by EMC without Subcontractor's authorization, provided such services or products would have been non-infringing in the absence of EMC's alteration or modification. Either party shall promptly notify the other in writing after learning of each claim. Subcontractor shall have sole control of the defense of any action and all negotiations for settlement or compromise. EMC agrees to provide reasonable cooperation to Subcontractor, at Subcontractor's expense, in defending such suit. Subcontractor shall not settle or otherwise compromise any such claim without EMC's consent. When settling or compromising any claim, Subcontractor shall not, without EMC's written approval, make any admissions of fact that expose EMC to the imposition of punitive damages or other claims that are not covered by this indemnification.