No Subcontracting. SUPPLIER agrees that no portion of the assembly of the Products will be subcontracted to third parties without BUYER’s prior written consent. Any permitted subcontractor approved in writing by BUYER (“Subcontractor”) that SUPPLIER may use to assist SUPPLIER shall be obligated to comply with the terms of this Agreement and SUPPLIER shall remain responsible for such Subcontractor’s performance. BUYER’s consent to SUPPLIER’s use of any Subcontractor shall not be deemed a waiver of any BUYER rights hereunder nor relieve SUPPLIER of any of its obligations pursuant to this Agreement. SUPPLIER shall enter into a written agreement with each approved Subcontractor which includes terms and conditions no less protective of BUYER’s proprietary and intellectual property rights than those set forth in this Agreement prior to SUPPLIER permitting any such Subcontractor to perform any obligation hereunder. SUPPLIER shall be solely responsible for the payment of all amounts payable to, and the performance of all of SUPPLIER’s obligations for, all such Subcontractors. Immediately upon request of BUYER, SUPPLIER shall commence such proceedings as necessary (i.e., termination notice, request to cure default) to terminate any Subcontractor that, in BUYER’s sole opinion, does not perform to the standards set forth by BUYER in this Agreement.
Appears in 3 contracts
Samples: Manufacturing and Purchase Agreement, Manufacturing and Purchase Agreement (Oclaro, Inc.), Manufacturing and Purchase Agreement (Oclaro, Inc.)
No Subcontracting. SUPPLIER agrees that no portion Contractor shall perform the obligations described in this Agreement itself and through its direct wholly-owned subsidiaries, provided such subsidiaries are disclosed in writing to Authority. All references to Contractor in this Agreement shall be deemed to include all such subsidiaries. Contractor may not assign, delegate or subcontract neither this Agreement nor any of the assembly of the Products will be subcontracted to third parties its rights, duties or obligations under this Agreement without BUYERAuthority’s prior express written consent. Any permitted subcontractor approved in writing purported assignment or delegation not consented to by BUYER (“Subcontractor”) that SUPPLIER may use to assist SUPPLIER Authority shall be obligated to comply with the terms void at Authority’s option and shall constitute a material breach of this Agreement. Contractor acknowledges that Authority has entered this Agreement in reliance on Contractor’s ability and SUPPLIER agreement to personally perform its obligations hereunder. Notwithstanding any Authority consent to any subcontracting, (a) Contractor shall remain responsible for such Subcontractor’s performance. BUYER’s consent to SUPPLIER’s use of any Subcontractor shall not be deemed a waiver of any BUYER rights hereunder nor relieve SUPPLIER of any of its obligations pursuant to and all performance required under this Agreement. SUPPLIER , including, but not limited to, the obligation to properly supervise, coordinate, and perform, all work required hereunder, and no subcontract shall enter into a written agreement bind or purport to bind Authority; (b) Contractor shall ensure its subcontractors comply with each approved Subcontractor which includes all relevant terms and conditions no less protective of BUYER’s proprietary and intellectual property rights than those set forth in this Agreement; (c) any breach by a Contractor subcontractor of this Agreement prior shall constitute a breach by Contractor of this Agreement; and (d) any consent to SUPPLIER permitting any such Subcontractor to perform any obligation hereunder. SUPPLIER subcontracting shall be solely responsible for the payment of all amounts payable to, and the performance of all of SUPPLIERsubject to Authority’s obligations for, all such Subcontractors. Immediately upon request of BUYER, SUPPLIER shall commence such proceedings as necessary (i.e., termination notice, request right to cure default) approve or disapprove any Personnel assigned to terminate any Subcontractor that, in BUYER’s sole opinion, does not perform to the standards set forth by BUYER in this Agreementprovide work hereunder.
Appears in 1 contract
Samples: Master Services Agreement