Subcontracting; Affiliates Clause Samples
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Subcontracting; Affiliates. (a) With Tectonic’s prior written consent, Service Provider is permitted to subcontract the performance of specific obligations of Service Provider under this Agreement or any Statement of Work to an Affiliate (as defined in Section 2.3(b)) of Service Provider, or to a qualified non-Affiliate third party including consultants; provided, that:
(i) such Affiliate or non-Affiliate third party performs those obligations in a manner consistent with the terms and conditions of this Agreement; and
(ii) Service Provider remains liable for the performance of such obligations by such Affiliate or non-Affiliate third party.
Subcontracting; Affiliates. (a) Provider shall not subcontract or delegate any of the Services to any third party without Client’s prior written consent, except Provider may delegate or subcontract the Services to an Affiliate listed in Exhibit C. If the Services are provided by an Affiliate or any other third party, then references to Provider in this Agreement will be deemed to also include the Affiliate or such third party with the necessary modifications. Provider shall be liable for the performance of the Affiliate or such third party to the same extent as if the performance was that of Provider.
(b) An Affiliate of a party may enter into a Work Order instead of the party. If a Work Order is entered into by an Affiliate, then references to the party in this Agreement will be deemed to be references to the Affiliate with the necessary modifications. The party shall be liable for the performance of the Affiliate to the same extent as if the performance was that of the party.
Subcontracting; Affiliates. Aevi may transfer the Materials to its Affiliates, contract manufacturers, contract laboratories, contract research organizations and clinical sites as necessary or desirable to conduct the Initial Development on behalf of Aevi, subject to this Section 2.8. The Parties agree that CHOP and (***) performed the requalification activities for the Adolescent study set forth in Section 2.2. Aevi will not use any trial site for the COVID Study without obtaining KKC’s prior written consent, not to be unreasonably withheld, conditioned or delayed. In addition, Aevi will not use any contract research organization or contract manufacturing organization in connection with the Initial Development without obtaining KKC’s prior written consent, not to be unreasonably withheld, conditioned or delayed (any such approved contractor, a “Authorized CRO and CMO”). Aevi will only be permitted to transfer any of the Materials to its Affiliates and each Authorized CRO and CMO. Notwithstanding any such subcontracting, Aevi will remain at all times fully responsible for its obligations under this Agreement. Any agreement with a Third Party to perform Aevi’s responsibilities under this Agreement will include confidentiality and non-use provisions which are no less stringent than those set forth in Article 5.
Subcontracting; Affiliates. (a) Provider may delegate or subcontract the Services to an Affiliate. If the Services are provided by an Affiliate, then references to Provider in this Agreement will be deemed to be references to the Affiliate with the necessary modifications. Provider shall be liable for the performance of the Affiliate to the same extent as if the performance was that of Provider.
(b) Provider may not delegate or subcontract the Services to any third party (excluding Affiliates pursuant to Section 2.4(a)) without Client’s prior written consent. If Client grants such consent, Provider shall be liable for the performance of the third party subcontractor to the same extent as if the performance was that of Provider.
(c) An Affiliate of a party may enter into a Work Order instead of the party. If a Work Order is entered into by an Affiliate, then references to the party in this Agreement will be deemed to be references to the Affiliate with the necessary modifications. The party shall be liable for the performance of the Affiliate to the same extent as if the performance was that of the party.