Common use of DUTIES OF SUBCONTRACTOR Clause in Contracts

DUTIES OF SUBCONTRACTOR. 2.1. Subcontractor shall provide the Services and the Subcontractor Work Product during the term of this Agreement in accordance with the terms and conditions of this Agreement, any SOW and the PSA. Subcontractor shall comply with all obligations of Cisco contained in the terms and conditions of the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW that relate to the Services and the Subcontractor Work Product as if Subcontractor were substituted for Cisco with respect to such terms and conditions. Subcontractor shall not perform any act with respect to the Services or the Subcontractor Work Product that Cisco is prohibited from performing under the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW. Subcontractor shall not perform any act, or fail to take any act, that would cause Cisco to be in breach of the PSA so long as Subcontractor, its agent or subcontractor has been provided with the applicable provisions of the PSA. Subcontractor will provide all resources, facilities, management, labor, expertise, skills, tools and equipment necessary for the performance of this Agreement and any SOW. 2.2. Subcontractor agrees that Cisco shall be the primary interface and shall control all contractual communications with customers, and shall direct and coordinate all activity with respect to this Agreement, any SOW, and any PSA. If any communications are initiated by Customer directly with Subcontractor concerning this Agreement, any SOW or a PSA, then Subcontractor shall coordinate and communicate with Cisco prior to answering such communications. This limitation does not apply to routine Customer contracts necessary to perform onsite work contemplated by a particular SOW. Subcontractor will provide to Cisco all relevant operational information regarding the Services, will participate in meetings with Customer and Cisco as requested by Cisco and will take all reasonable action requested by Cisco to enable Cisco to comply with the PSA. 2.3. Subcontractor shall: (i) keep Cisco advised of the progress of the delivery of the Services and the status of the Deliverables, (ii) permit any designated representative of Cisco periodically to review the work of Subcontractor personnel performing Services and preparing Deliverables, (iii) timely perform the Services in a timely manner and provide the Deliverables in accordance with each SOW, and (iv) keep accurate records of work performed on each SOW, evidence of which Subcontractor shall provide to Cisco upon Cisco's request, consistent with Section 19.2 hereof. 2.4. Subcontractor shall comply with all reasonable instructions given by Cisco in connection with performance of this Agreement or any SOW. 2.5. Subcontractor has obtained all licenses, permits and approvals required by any federal, state or local licensing, regulatory, or other agency for performance of the work required by this Agreement or any SOW. 2.6. Subcontractor's duties and responsibilities under this Agreement shall not be subcontracted to any other person or entity, in whole or in part, without prior written notice to and approval by Cisco and, if required by the PSA, the Customer. 2.7. If Subcontractor's use of subcontractor(s), consultants or other third parties is authorized under this Agreement or a particular SOW, Subcontractor shall execute an agreement with such parties which requires compliance with the terms of this Agreement and the SOW under which work is subcontracted. Such agreement shall provide that (i) Cisco shall have the right to enforce the provisions of such agreement and (ii) Cisco's audit rights as provided for in Section 19.2 below shall include access to records of Subcontractor's subcontractor(s) to assess compliance with this provision.

DUTIES OF SUBCONTRACTOR. 2.1. Subcontractor shall provide the Services and the Subcontractor Work Product during the term of this Agreement in accordance with the terms and conditions of this Agreement, any SOW and the PSA. Subcontractor shall comply with all obligations of Cisco contained in the terms and conditions of the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW that relate to the Services and the Subcontractor Work Product as if Subcontractor were substituted for Cisco with respect to such terms and conditions. Subcontractor shall not perform any act with respect to the Services or the Subcontractor Work Product that Cisco is prohibited from performing under the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW. Subcontractor shall not perform any act, or fail to take any act, that would cause Cisco to be in breach of the PSA so long as Subcontractor, its agent or subcontractor has been provided with the applicable provisions of the PSA. Subcontractor will provide all resources, facilities, management, labor, expertise, skills, tools and equipment necessary for the performance of this Agreement and any SOW. 2.2. Subcontractor agrees that Cisco shall be the primary interface and shall control all contractual communications with customers, and shall direct and coordinate all activity [****] with respect to this Agreement, any SOW, and any PSA. If any communications are initiated by Customer directly with Subcontractor concerning this Agreement, [****] any SOW or a PSA, then Subcontractor [****] shall coordinate and communicate with Cisco prior to answering such communications. [****] This limitation does not apply to routine Customer contracts necessary to perform onsite work contemplated by a particular SOW[****]. Subcontractor will provide to Cisco all relevant operational information regarding the Services, will participate in meetings with Customer and Cisco as requested by Cisco and will take all reasonable action requested by Cisco to enable Cisco to comply with the PSA. 2.3. Subcontractor shall: (i) keep Cisco advised of the progress of the delivery of the Services and the status of the Deliverables,, **** Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. (ii) permit any designated representative of Cisco periodically to review the work of Subcontractor personnel performing Services and preparing Deliverables, (iii) timely perform the Services in a timely manner and provide the Deliverables in accordance with each SOW, and (iv) keep accurate records of work performed on each SOW, evidence of which Subcontractor shall provide to Cisco upon Cisco's request, consistent with Section 19.2 hereof. 2.4. Subcontractor shall comply with all reasonable instructions given by Cisco in connection with performance of this Agreement or any SOW. 2.5. Subcontractor has obtained all licenses, permits and approvals required by any federal, state or local licensing, regulatory, or other agency for performance of the work required by this Agreement or any SOW. 2.6. Subcontractor's duties and responsibilities under this Agreement shall not be subcontracted to any other person or entity, in whole or in part, without prior written notice to and approval by Cisco and, if required by the PSA, the Customer. 2.7. If Subcontractor's use of subcontractor(s), consultants or other third parties is authorized under this Agreement or a particular SOW, Subcontractor shall execute an agreement with such parties which requires compliance with the terms of this Agreement and the SOW under which work is subcontracted. Such agreement shall provide that (i) Cisco shall have the right to enforce the provisions of such agreement and (ii) Cisco's audit rights as provided for in Section 19.2 below shall include access to records of Subcontractor's subcontractor(s) to assess compliance with this provision.

DUTIES OF SUBCONTRACTOR. 2.1. 3.1 Subcontractor shall provide the Services and the Subcontractor Work Product during the term of this Agreement in accordance with the terms and conditions of this Agreement, and any SOW and the PSA. Subcontractor shall comply with all obligations of Cisco contained in the terms and conditions of the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW that relate to the Services and the Subcontractor Work Product as if Subcontractor were substituted for Cisco with respect to such terms and conditions. Subcontractor shall not perform any act with respect to the Services or the Subcontractor Work Product that Cisco is prohibited from performing under the PSA which are provided in writing to Subcontractor, its agent or subcontractor prior to entering into the applicable SOW. Subcontractor shall not perform any act, or fail to take any act, that would cause Cisco to be in breach of the PSA so long as Subcontractor, its agent or subcontractor has been provided with the applicable provisions of the PSAOrder. Subcontractor will provide all resources, facilities, management, labor, expertise, skills, tools and equipment necessary for the performance of its obligations under this Agreement and any SOW. 2.2Work Order. Subcontractor agrees that Cisco shall be Without limiting the primary interface and shall control all contractual communications with customersforegoing, and shall direct and coordinate all activity with respect to this Agreement, any SOW, and any PSA. If any communications are initiated by Customer directly with Subcontractor concerning this Agreement, any SOW or a PSA, then Subcontractor shall coordinate and communicate with Cisco prior to answering such communications. This limitation does not apply to routine Customer contracts necessary to perform onsite work contemplated by a particular SOW. Subcontractor will provide to Cisco all relevant operational information regarding the Services, will participate in meetings with Customer and Cisco as requested by Cisco and will take all reasonable action requested by Cisco to enable Cisco to comply with the PSA. 2.3. Subcontractor shall: (i) keep Cisco FireEye advised of the progress of the delivery of the Services and the status of the Deliverables, ; (ii) permit any designated representative of Cisco FireEye periodically to review the work of Subcontractor personnel performing Services and preparing Deliverables,; (iii) timely perform Perform the Services in a timely manner and provide the Deliverables in accordance with each SOW, and Work Order; and (iv) keep accurate records of work performed on each SOWWork Order, evidence of which Subcontractor shall provide to Cisco FireEye upon Cisco's Fire Eye’s request, consistent with Section 19.2 hereof. 2.43.2 Subcontractor agrees that FireEye shall be the primary interface and shall control all contractual communications with its customers, and shall coordinate all activity with respect to this Agreement, and any Work Order. If a customer initiates any communications directly with Subcontractor shall comply with all reasonable instructions given by Cisco in connection with performance of concerning this Agreement or any SOWWork Order, then Subcontractor shall coordinate and communicate with FireEye prior to answering such communications. Subcontractor will provide to FireEye all relevant operational information regarding the Services, And will participate in meetings with the customer and FireEye as requested by FireEye. 2.5. Subcontractor has obtained all licenses, permits and approvals required by any federal, state or local licensing, regulatory, or other agency for performance of the work required by this Agreement or any SOW. 2.6. 3.3 Subcontractor's ’s duties and responsibilities under this Agreement shall not be subcontracted Subcontracted to any other person or entity, in whole or in part, without prior written notice to and And approval by Cisco and, if required by the PSA, the CustomerFireEye. 2.7. If Subcontractor's use of subcontractor(s), consultants or other third parties is authorized under this Agreement or a particular SOW, Subcontractor shall execute an agreement with such parties which requires compliance with the terms of this Agreement and the SOW under which work is subcontracted. Such agreement shall provide that (i) Cisco shall have the right to enforce the provisions of such agreement and (ii) Cisco's audit rights as provided for in Section 19.2 below shall include access to records of Subcontractor's subcontractor(s) to assess compliance with this provision.