Outsourcing/delegation. Where a Covered Entity outsources or delegates any of its functions (in particular, but not limited to, critical or important operational functions, portfolio management and/or risk management) to a Person located in the other jurisdiction, the Home Authority of the relevant Covered Entity may request assistance in accordance with this MMoU, from the Authority in which jurisdiction the outsourcee/delegatee is established. Such assistance should allow the home Authority to undertake its supervisory tasks, receive information on the supervisory regime of the requested authority and ensure all entities are effectively supervised.
Outsourcing/delegation. Foundry may engage affiliates or third parties to perform certain ancillary Foundry Services (such as mask-making, wafer probe testing, Wafer transport, product engineering and support), provided, however, that Foundry shall: (a) actively oversee and monitor the provision of such Foundry Services; (b) remain primarily liable to Company for such affiliates (including without limitation TSMC NA) or third parties (including for any breach of this Agreement by such third parties); (c) Foundry agrees to indemnify and hold Company harmless from any failure on the part of any Foundry’s affiliates or such third parties to comply with the terms and conditions of this Agreement; and (d) not engage any affiliate or third party to provide a Foundry Service in which such third party would receive or have access to any Company Confidential Information (or matter from which such information could be derived) unless (i) Company has approved such affiliate or third party in writing, and (ii) such affiliate or third party has agreed in writing to confidentiality obligations with respect to such Confidential Information which are at least as protective as those set forth herein. For the avoidance of doubt, TSMC shall not outsource or delegate to any affiliate or third party the manufacture of Contract Wafers nor shall this section otherwise limit TSMC’s obligation to manufacture Contract Wafer’s solely at the Facilities.
