Common use of Service Provider Responsibility Clause in Contracts

Service Provider Responsibility. Unless otherwise approved by DIR, with respect to any subcontractor engaged after the Effective Date, the terms of any such subcontract must be sufficient to enable Service Provider to perform all of its responsibilities and comply with all of its obligations under this Agreement, including, from its subcontractors: (i) confidentiality and intellectual property obligations; (ii) obtaining for DIR, Customers, and their designee(s) the rights described in Section 4.6; (iii) obtaining for DIR, Customers, and their designee(s) the licenses described in Sections 6.4(c) and 14.3 and 14.6; (iv) DIR's approval rights (which must apply directly to the Subcontractor); (v) compliance with DIR Rules, DIR Standards, the Technology Plan, Strategic Plans, and applicable Laws; (vi) audit rights as described in Section 9.9; (vii) Key Service Provider Personnel; (viii) insurance coverage as described in Exhibit 24, with coverage limits consistent with the scope of the work to be performed by such Subcontractors; and (ix) obtaining for DIR and Customers the rights specified in Section 9.11(a). For any subcontractor Service Provider has engaged prior to the Effective Date, Service Provider will obtain the rights set forth above and to the extent Service Provider is unable to obtain such rights, Service Provider must obtain DIR's approval prior to using any such subcontractor. On or before sixty (60) days from the Effective Date, Service Provider will review with DIR each subcontract entered into by Service Provider to determine, as of such date, whether each such subcontract complies with DIR's requirements. For purposes of this Agreement, services, functions, and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Service Provider, the obligations of Service Provider hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein and references to Service Provider in this Agreement (including references to a "Party" constituting references to Service Provider) shall include Subcontractors. Service Provider shall be DIR's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable subcontract, the approval of any Subcontractor by DIR or the availability or unavailability of Subcontractor insurance, Service Provider shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Service Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Service Provider or Service Provider employees. Without limiting the foregoing, Service Provider warrants and covenants that in no event shall any provision of this Agreement, or any right or benefit of DIR or Customers provided for under this Agreement, be reduced, limited, or otherwise adversely affected (including through any increase in cost, Charge or expense, including taxes) as a consequence of the performance of any Services by or through Subcontractors.

Service Provider Responsibility. Unless otherwise approved by DIR, with respect to any subcontractor engaged after the Effective Date, the terms of any such subcontract must be sufficient to enable Service Provider to perform all of its responsibilities and comply with all of its obligations under this Agreement, includingincluding , from its subcontractors: (i) confidentiality and intellectual property obligations; (ii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the rights described in Section 4.6; 4.4, (iii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the licenses described in Sections 6.4(c) and 14.3 and 14.6; , (iv) DIR's approval rights (which must apply directly to the Subcontractor); (v) compliance with DIR Rules, DIR Standards, the Technology Plan, Strategic Plans, Plans and applicable Laws; (vi) audit rights as described in Section 9.9; (vii) Key Service Provider Personnel; (viii) insurance coverage as described in Exhibit 24, with coverage limits consistent with the scope of the work to be performed by such Subcontractors; , and (ix) obtaining for DIR and DIR Customers the rights specified in Section 9.11(a). For any subcontractor Service Provider has engaged prior to the Effective Date, Service Provider will obtain the rights set forth above and to the extent Service Provider is unable to obtain such rights, Service Provider must obtain DIR's approval prior to using any such subcontractor. On or before sixty (60) days from the Effective Date, Service Provider will review with DIR each subcontract entered into by Service Provider to determine, as of such date, whether each such subcontract complies with DIR's requirements. For purposes of this Agreement, services, functions, functions and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Service Provider, the obligations of Service Provider hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein and references to Service Provider in this Agreement (including references to a "Party" constituting references to Service Provider) shall include Subcontractors. Service Provider shall be DIR's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable subcontract, the approval of any Subcontractor by DIR or the availability or unavailability of Subcontractor insurance, Service Provider shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Service Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Service Provider or Service Provider employees. Without limiting the foregoing, Service Provider warrants and covenants that in no event shall any provision of this Agreement, or any right or benefit of DIR or the DIR Customers provided for under this Agreement, be reduced, limited, limited or otherwise adversely affected (including through any increase in cost, Charge or expense, including taxes) as a consequence of the performance of any Services by or through Subcontractors.

Service Provider Responsibility. Unless otherwise approved by DIR, with respect to any subcontractor engaged after the Effective Date, the terms of any such subcontract must be sufficient to enable Service Provider to perform all of its responsibilities and comply with all of its obligations under this Agreement, includingincluding , from its subcontractors: (i) confidentiality and intellectual property obligations; (ii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the rights described in Section 4.6; 4.4, (iii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the licenses described in Sections 6.4(c) and 14.3 and 14.6; , (iv) DIR's approval rights (which must apply directly to the Subcontractor); (v) compliance with DIR Rules, DIR Standards, the Technology Plan, Strategic Plans, Plans and applicable Laws; (vi) audit rights as described in Section 9.9; (vii) Key Service Provider Personnel; (viii) insurance coverage as described in Exhibit 24, with coverage limits consistent with the scope of the work to be performed by such Subcontractors; , and (ix) obtaining for DIR and DIR Customers the rights specified in Section 9.11(a). For any subcontractor Service Provider has engaged prior to the Effective Date, Service Provider will use commercially reasonable efforts to obtain the rights set forth above and to the extent Service Provider is unable to obtain such rights, Service Provider must obtain DIR's approval prior to using any such subcontractor. On or before sixty (60) days from the Effective Date, Service Provider will review with DIR each subcontract entered into by Service Provider to determine, as of such date, whether each such subcontract complies with DIR's requirements. For purposes of this Agreement, services, functions, functions and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Service Provider, the obligations of Service Provider hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein and references to Service Provider in this Agreement (including references to a "Party" constituting references to Service Provider) shall include Subcontractors. Service Provider shall be DIR's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable subcontract, the approval of any Subcontractor by DIR or the availability or unavailability of Subcontractor insurance, Service Provider shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Service Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Service Provider or Service Provider employees. Without limiting the foregoing, Service Provider warrants and covenants that in no event shall any provision of this Agreement, or any right or benefit of DIR or the DIR Customers provided for under this Agreement, be reduced, limited, limited or otherwise adversely affected (including through any increase in cost, Charge or expense, including taxes) as a consequence of the performance of any Services by or through Subcontractors.

Service Provider Responsibility. Unless otherwise approved by DIRTxDOT, with respect to any subcontractor engaged after the Effective Date, the terms of any such subcontract must be sufficient to enable Service Provider to perform all of its responsibilities and comply with all of its obligations under this Agreement, including, from its subcontractors: (i) confidentiality and intellectual property obligations; (ii) obtaining for DIR, Customers, TxDOT and their its designee(s) the rights described in Section 4.6; 4.4, (iii) obtaining for DIR, Customers, TxDOT and their its designee(s) the licenses described in Sections 6.4(c) and 14.3 and 14.6; , (iv) DIRTxDOT's approval rights (which must apply directly to the Subcontractor); (v) compliance with DIR TxDOT Rules, DIR TxDOT Standards, the Technology Plan, Strategic Plans, Plans and applicable Laws; (vi) audit rights as described in Section 9.9; (vii) Key Service Provider Personnel; (viii) insurance coverage as described in Exhibit 2423, with coverage limits consistent with the scope of the work to be performed by such Subcontractors; , and (ix) obtaining for DIR and Customers TxDOT the rights specified in Section 9.11(a). For any subcontractor Service Provider has engaged prior to the Effective Date, Service Provider will shall use commercially reasonable efforts to obtain the rights set forth above and to the extent Service Provider is unable to obtain such rights, Service Provider must obtain DIRTxDOT's approval prior to using any such subcontractor. On or before sixty (60) days from the Effective Date, Service Provider will shall review with DIR TxDOT each subcontract entered into by Service Provider to determine, as of such date, whether each such subcontract complies with DIRTxDOT's requirements. For purposes of this Agreement, services, functions, functions and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Service Provider, the obligations of Service Provider hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein and references to Service Provider in this Agreement (including references to a "Party" constituting references to Service Provider) shall include Subcontractors. Service Provider shall be DIRTxDOT's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable subcontract, the approval of any Subcontractor by DIR TxDOT or the availability or unavailability of Subcontractor insurance, Service Provider shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Service Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Service Provider or Service Provider employees. Without limiting the foregoing, Service Provider warrants and covenants that in no event shall any provision of this Agreement, or any right or benefit of DIR or Customers TxDOT provided for under this Agreement, be reduced, limited, limited or otherwise adversely affected (including through any increase in cost, Charge or expense, including taxes) as a consequence of the performance of any Services by or through Subcontractors.

Service Provider Responsibility. Unless otherwise approved by DIR, with respect to any subcontractor engaged after the Effective Date, the terms of any such subcontract must be sufficient to enable Service Provider to perform all of its responsibilities and comply with all of its obligations under this Agreement, including, from its subcontractors: (i) confidentiality and intellectual property obligations; (ii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the rights described in Section 4.6; 4.4, (iii) obtaining for DIR, Customers, the DIR Customers and their designee(s) the licenses described in Sections 6.4(c) and 14.3 and 14.6; , (iv) DIR's approval rights (which must apply directly to the Subcontractor); (v) compliance with DIR Rules, DIR Standards, the Technology Plan, Strategic Plans, Plans and applicable Laws; (vi) audit rights as described in Section 9.9; (vii) Key Service Provider Personnel; (viii) insurance coverage as described in Exhibit 24, with coverage limits consistent with the scope of the work to be performed by such Subcontractors; and (ix) obtaining for DIR and DIR Customers the rights specified in Section 9.11(a). For any subcontractor Service Provider has engaged prior to the Effective Date, Service Provider will obtain the rights set forth above and to the extent Service Provider is unable to obtain such rights, Service Provider must obtain DIR's approval prior to using any such subcontractor. On or before sixty (60) days from the Effective Date, Service Provider will review with DIR each subcontract entered into by Service Provider to determine, as of such date, whether each such subcontract complies with DIR's requirements. For purposes of this Agreement, services, functions, functions and responsibilities performed by Subcontractors (including their personnel) shall be deemed Services performed by Service Provider, the obligations of Service Provider hereunder related to such performance shall be deemed applicable to Subcontractors as if expressly so provided herein and references to Service Provider in this Agreement (including references to a "Party" constituting references to Service Provider) shall include Subcontractors. Service Provider shall be DIR's sole point of contact regarding the Services, including with respect to payment. Notwithstanding the terms of the applicable subcontract, the approval of any Subcontractor by DIR or the availability or unavailability of Subcontractor insurance, Service Provider shall be and remain responsible and liable for any failure by any Subcontractor or Subcontractor personnel to perform in accordance with this Agreement or to comply with any duties or obligations imposed on Service Provider under this Agreement to the same extent as if such failure to perform or comply was committed by Service Provider or Service Provider employees. Without limiting the foregoing, Service Provider warrants and covenants that in no event shall any provision of this Agreement, or any right or benefit of DIR or the DIR Customers provided for under this Agreement, be reduced, limited, limited or otherwise adversely affected (including through any increase in cost, Charge or expense, including taxes) as a consequence of the performance of any Services by or through Subcontractors.