Subcontracting by Supplier. (a) The Supplier must not subcontract any of its obligations under this agreement without XL’s prior written consent. For the avoidance of doubt, the appointment of the subcontractor(s) listed in Schedule 2 is subject to the separate prior written consent of XL in accordance with this clause and their inclusion in Schedule 2 shall not be deemed to be consent by XL. (b) XL’s consent may be subject to any conditions which XL in its reasonable discretion imposes. (c) Any consent by XL to subcontract any of the Supplier’s obligations under this agreement does not relieve the Supplier from any of its liabilities or obligations under this agreement. (d) Despite consent by XL to subcontract, the Supplier is liable for any act or omission, default or negligence of any subcontractor or any employee or agent of the subcontractor as if it were the act, omission, default or negligence of the Supplier.
Appears in 4 contracts
Samples: Development Work Agreement (Motricity Inc), Software License and Maintenance Agreement (Motricity Inc), Software License and Maintenance Agreement (Motricity Inc)
Subcontracting by Supplier. (a) The Supplier must not subcontract any of its obligations under this agreement without XL’s prior written consent. For the avoidance of doubt, the appointment of the subcontractor(s) subcontractors listed in Schedule 2 is are subject to the separate prior written consent of XL in accordance with this clause and their inclusion in Schedule 2 shall not be deemed to be consent by XL.
(b) XL’s consent may be subject to any conditions which XL in its reasonable discretion imposes.
(c) Any consent by XL to subcontract any of the Supplier’s obligations under this agreement does not relieve the Supplier from any of its liabilities or obligations under this agreement.
(d) Despite consent by XL to subcontract, the Supplier is liable for any act or omission, default or negligence of any subcontractor or any employee or agent of the subcontractor as if it were the act, omission, default or negligence of the Supplier.
Appears in 2 contracts
Samples: System Supply, Integration and Managed Services Agreement (Motricity Inc), System Supply, Integration and Managed Services Agreement (Motricity Inc)