Common use of Subcontracting of Services Clause in Contracts

Subcontracting of Services. (a) The Service Recipient acknowledges that the Service Provider may have subcontracted and may in the future, at Service Provider’s discretion and at any time, subcontract with unaffiliated third parties to provide services in connection with all or any portion of the Services to be provided under a Services Agreement. Notwithstanding the foregoing, the Service Recipient acknowledges that all Services will be provided in accordance with the terms of Service Provider’s Third Party Agreements used in connection with such Services, subject to Section 1.6. Service Recipient shall comply with all terms and conditions of all such Third Party Agreements that exist as of the date hereof and entered into by the Service Provider for the provision of Services after the date hereof, and any new terms and conditions of all such agreements of which Service Provider notifies Service Recipient after the date hereof; provided, that notwithstanding anything to the contrary in a Services Agreement, to the extent that Service Recipient does not comply with any such terms and conditions, Service Provider may decline to provide all or the applicable part of the particular Services with which such Third Party Agreement is used, without liability. (b) If any of the Service Provider’s Third Party Agreements used in connection with a Service expire or terminate, the Service Provider shall use commercially reasonable efforts to either (a) renew such agreement on substantially the same terms and conditions for the term of the applicable Service if commercially reasonable, or (b) enter into a comparable new agreement with an alternative subcontractor for the term of the applicable Service if commercially reasonable. If such agreement or a comparable new agreement are not available on commercially reasonable terms, then the Service Provider will promptly notify the Service Recipient, and both parties shall use commercially reasonable efforts to reach a mutually agreed solution; provided, however, that (i) in the event that such non-renewal or new agreement occurs through no fault of Service Provider or its Subsidiaries, any additional costs, to the extent these costs exceed the amount payable to Service Provider for such Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Recipient, and (ii) in the event that such non-renewal or new agreement occurs due to any breach by Service Provider or its Subsidiaries of its agreements with any of its third party contractors or outsourcers, any additional costs, to the extent these costs exceed the amount payable to Service Provider for Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Provider.

Subcontracting of Services. (a) The Each Service Recipient under a Services Agreement acknowledges and agrees that the Service Provider (a) may have subcontracted subcontracted, and may in the futurecontinue to subcontract, at Service Provider’s discretion and at any time, subcontract with unaffiliated third parties to provide services in connection with all or any portion of the Services to be provided under a such Services Agreement. Notwithstanding the foregoing, the Service Recipient acknowledges that all Services will be provided in accordance with the terms of Service Provider’s Agreement (“Third Party Agreements used in connection with such ServicesProviders”) and (b) shall be entitled to, subject to Section 1.6. Service Recipient shall comply with all terms as it deems necessary and conditions appropriate, employ the services of all such Third Party Agreements Providers to provide the Services that exist are, as of the date hereof and entered into of this Agreement, provided by the Service Provider for the provision of Services after the date hereof, and any new terms and conditions of all such agreements of which Service Provider notifies Service Recipient after the date hereofProvider; provided, that notwithstanding anything the level of service remains materially consistent with the level of service previously provided to the contrary Service Recipient in a Services Agreement, the 12 months prior to the Distribution. To the extent that Service Recipient does not comply with any such terms and conditions, Service Provider may decline to provide all or the applicable part of the particular Services with which such Third Party Agreement is used, without liability. (b) If any of the Service Provider’s Third Party Agreements used in connection with a Service expire or terminateprovided, the Service Provider shall use commercially reasonable efforts to either (ai) renew cause such agreement on substantially the same terms and conditions for the term of the applicable Service if commercially reasonable, or Third Party Provider to provide such Services under this Agreement and/or (bii) enter into a comparable new agreement with an alternative subcontractor for the term of the applicable Service if commercially reasonable. If such agreement or a comparable new agreement are not available on commercially reasonable terms, then enable the Service Provider will promptly notify the Service Recipient, and both parties shall use commercially reasonable efforts Recipient to reach a mutually agreed solutionavail itself of such Services; provided, however, that (i) if any such Third Party Provider shall thereafter become unable or unwilling to provide any such Services, the Service Provider shall notify the Service Recipient thereof in writing and shall use its commercially reasonable efforts to provide such Services or, after consultation with the Service Recipient, use its commercially reasonable efforts to determine an alternative manner in which such Services can best be provided; and provided, further, that except as provided in Section 6.4, nothing in the event that such non-renewal or new agreement occurs through no fault of preceding sentence shall require the Service Provider or its Subsidiaries, any additional costs, to the extent these costs exceed the amount payable to Service Provider for such Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Recipient, and (ii) in the event that such non-renewal or new agreement occurs due to any breach by Service Provider or its Subsidiaries of its agreements with any of its third party contractors Affiliates to commence any legal proceeding or outsourcersother action in connection with its enforcement of its rights under any agreement with any Third Party Provider. Notwithstanding the foregoing, each Service Recipient to a Services Agreement acknowledges that any additional costs, Services subcontracted to a Third Party Provider will be provided in accordance with the extent these costs exceed the amount payable to Service Provider for Services pursuant to the agreement that is being replaced, shall be the sole responsibility of applicable Service Provider’s agreement with such Third Party Provider, subject to Section 1.5.

Subcontracting of Services. (a) The Each Service Recipient under a Services Agreement acknowledges and agrees that the Service Provider (a) may have subcontracted subcontracted, and may in the futurecontinue to subcontract, at Service Provider’s discretion and at any time, subcontract with unaffiliated third parties to provide services in connection with all or any portion of the Services to be provided under a such Services Agreement. Notwithstanding the foregoing, the Service Recipient acknowledges that all Services will be provided in accordance with the terms of Service Provider’s Agreement (“Third Party Agreements used in connection with such ServicesProviders”) and (b) shall be entitled to, subject to Section 1.6. Service Recipient shall comply with all terms as it deems necessary and conditions appropriate, employ the services of all such Third Party Agreements Providers to provide the Services that exist are, as of the date hereof and entered into of this Agreement, provided by the Service Provider for the provision of Services after the date hereof, and any new terms and conditions of all such agreements of which Service Provider notifies Service Recipient after the date hereofProvider; provided, that notwithstanding anything the level of service remains materially consistent with the level of service previously provided to the contrary Service Recipient in a Services Agreement, the 12 months prior to the Distribution To the extent that Service Recipient does not comply with any such terms and conditions, Service Provider may decline to provide all or the applicable part of the particular Services with which such Third Party Agreement is used, without liability. (b) If any of the Service Provider’s Third Party Agreements used in connection with a Service expire or terminateprovided, the Service Provider shall use commercially reasonable efforts to either (ai) renew cause such agreement on substantially the same terms and conditions for the term of the applicable Service if commercially reasonable, or Third Party Provider to provide such Services under this Agreement and/or (bii) enter into a comparable new agreement with an alternative subcontractor for the term of the applicable Service if commercially reasonable. If such agreement or a comparable new agreement are not available on commercially reasonable terms, then enable the Service Provider will promptly notify the Service Recipient, and both parties shall use commercially reasonable efforts Recipient to reach a mutually agreed solutionavail itself of such Services; provided, however, that (i) if any such Third Party Provider shall thereafter become unable or unwilling to provide any such Services, the Service Provider shall notify the Service Recipient thereof in writing and shall use its commercially reasonable efforts to provide such Services or, after consultation with the Service Recipient, use its commercially reasonable efforts to determine an alternative manner in which such Services can best be provided; and provided, further, that except as provided in Section 6.4, nothing in the event that such non-renewal or new agreement occurs through no fault of preceding sentence shall require the Service Provider or its Subsidiaries, any additional costs, to the extent these costs exceed the amount payable to Service Provider for such Services pursuant to the agreement that is being replaced, shall be the sole responsibility of Service Recipient, and (ii) in the event that such non-renewal or new agreement occurs due to any breach by Service Provider or its Subsidiaries of its agreements with any of its third party contractors Affiliates to commence any legal proceeding or outsourcersother action in connection with its enforcement of its rights under any agreement with any Third Party Provider. Notwithstanding the foregoing, each Service Recipient to a Services Agreement acknowledges that any additional costs, Services subcontracted to a Third Party Provider will be provided in accordance with the extent these costs exceed the amount payable to Service Provider for Services pursuant to the agreement that is being replaced, shall be the sole responsibility of applicable Service Provider’s agreement with such Third Party Provider, subject to Section 1.5.