Common use of No Subcontracting Clause in Contracts

No Subcontracting. Licensee agrees that no portion of the development under Section 2 that requires or involves access to any Software shall be performed by any individuals who are not employees of Licensee (except for Contractors) without Palm’s prior written consent, which consent Palm may withhold in its sole discretion. Any third party approved in writing by Palm in advance to access the Software and perform the development work, other than a Contractor, (each a “Permitted Contractor”) shall be obligated to comply with the terms of this Agreement and Licensee shall remain responsible for such Permitted Contractor’s performance. Palm’s consent to Licensee’s use of any Permitted Contractor shall not be deemed a waiver of any Palm rights hereunder nor relieve Licensee of any of its obligations pursuant to this Agreement. Licensee shall enter into a written agreement with each Permitted Contractor which includes terms and conditions no less protective of Palm’s or its suppliers’ proprietary and intellectual property rights than those set forth in this Agreement prior to Licensee permitting any such Permitted Contractor to perform any obligation hereunder. In addition, each written agreement between Licensee and a Permitted Contractor shall provide that Palm is a third party beneficiary of such agreement with the right to enforce it directly against the Permitted Contractor, and shall give both Palm and Licensee the right to perform on-site audits of such Permitted Contractor to ensure that the Permitted Contractor is complying with all terms and conditions of such agreement, upon prior notice of at least two (2) business days. Licensee shall be solely responsible for the payment of all amounts payable to, and the performance of all of Licensee’s obligations for, all such Permitted Contractors. Promptly upon request of Palm, Licensee shall commence such proceedings as necessary (i.e. termination notice, request to cure default) to terminate any Permitted Contractor that, in Palm’s reasonable opinion, does not perform to the standards set forth by Palm in this Agreement. In such event, Palm agrees to use reasonable efforts to work with Licensee to achieve a mutually agreeable solution; provided that the final decision with respect to any Permitted Contractor shall remain with Palm.

No Subcontracting. Licensee agrees that no portion of the development under Section 2 that requires or involves access to any Software shall be performed by any individuals who are not employees of Licensee (except for Contractors) without Palm’s prior written consent, which consent Palm may withhold in its sole discretion. Any third party approved in writing by Palm in advance to access the Software and perform the development work, other than a Contractor, (each a “Permitted Contractor”) shall be obligated to comply with the terms of this Agreement and Licensee shall remain responsible for such Permitted Contractor’s performance. Palm’s consent to Licensee’s use of any Permitted Contractor shall not be deemed a waiver of any Palm rights hereunder nor relieve Licensee of any of its obligations pursuant to this Agreement. Licensee shall enter into a written agreement with each Permitted Contractor which includes terms and conditions no less protective of Palm’s or its suppliers’ proprietary and intellectual property rights than those set forth in PalmSource Confidential AMENDED AND RESTATED SOFTWARE LICENSE AGREEMENT AMENDMENT NO. 2 this Agreement prior to Licensee permitting any such Permitted Contractor to perform any obligation hereunder. In addition, each written agreement between Licensee and a Permitted Contractor shall provide that Palm is a third party beneficiary of such agreement with the right to enforce it directly against the Permitted Contractor, and shall give both Palm and Licensee the right to perform on-site audits of such Permitted Contractor to ensure that the Permitted Contractor is complying with all terms and conditions of such agreement, upon prior notice of at least two (2) business days. Licensee shall be solely responsible for the payment of all amounts payable to, and the performance of all of Licensee’s obligations for, all such Permitted Contractors. Promptly upon request of Palm, Licensee shall commence such proceedings as necessary (i.e. termination notice, request to cure default) to terminate any Permitted Contractor that, in Palm’s reasonable opinion, does not perform to the standards set forth by Palm in this Agreement. In such event, Palm agrees to use reasonable efforts to work with Licensee to achieve a mutually agreeable solution; provided that the final decision with respect to any Permitted Contractor shall remain with Palm.