Common use of Sub-Contractors, Sales Agents and Sub-Distributors Clause in Contracts

Sub-Contractors, Sales Agents and Sub-Distributors. (A) Any of Diaxonhit’s rights and obligations under this Agreement may be exercised or performed by any of its Affiliates and Diaxonhit may sublicence any of the rights granted to it by XDx to such an Affiliates, subject always to clause 2.12(F) (B) Diaxonhit shall be permitted to sub-contract its obligations under this Agreement as it sees fit, subject to the prior written approval of XDx, which approval shall not be unreasonably withheld or delayed. Any Sub-Contractor shall not further subcontract such obligations. (C) Diaxonhit shall be permitted to appoint Sales Agents to act on its behalf with respect to the Distribution and Promotion of the Test and the Products throughout the Territory, except that Diaxonhit shall not appoint Sales Agents in: (i) [***] and [***]; or (ii) any other country or region where Diaxonhit establishes direct sales operations after the Effective Date, provided that Diaxonhit shall have the right to transition the sales responsibilities from any Sales Agents engaged by it prior to such establishment within a reasonable period of time, unless both parties agree that such Sales Agents should remain engaged. (D) Diaxonhit shall be permitted to appoint Sub-Distributors to act as distributors or resellers of the Products and the Test. (E) All Sales Agents, Sub-Distributors and Sub-Contractors appointed by Diaxonhit shall be appointed on terms which oblige such Sales Agents and Distributors to ensure that: (1) they store, Distribute and Promote the Tests and the Products in accordance with Diaxonhit’s obligations under this Agreement; and (2) they take all reasonable steps to ensure that their customers, and any Tests requested by their customers, are submitted to the Testing Lab in accordance with the Specifications. (F) Diaxonhit shall remain primarily liable for the performance of its Affiliates, Sub-Contractors, Sales Agents and Sub-Distributors. (G) A Testing Lab shall not be regarded as a Sub-Contractor for the purposes of this Agreement and terms and conditions governing the engagement of the Testing Lab shall be governed under clause 5.