Common use of Subcontracting; Assignment Clause in Contracts

Subcontracting; Assignment. Client will not assign the Agreement, or its rights or obligations hereunder, without Xxxx’x prior express written consent. Xxxx may, at its discretion, engage the services of subcontractors or agents to assist Xxxx in the performance of its obligations, and will be responsible for the acts and omissions of such subcontractors and agents. For the avoidance of doubt, any subcontractor which is also considered a sub- processor will be engaged in accordance with the applicable DPA. Employees of Xxxx Affiliates shall not be considered subcontractors for the purposes of the Agreement and shall be engaged as necessary to fulfill the obligations of the Agreement. Notwithstanding the foregoing, either Party may assign the Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.