Common use of Subdistributors Clause in Contracts

Subdistributors. Company is prohibited from appointing or otherwise --------------- authorizing any other Person (as defined in Section 23.1) as its subdistributors, providers, dealers, agents or other resellers under this Agreement or otherwise delegating any of its duties or obligations hereunder without the prior written consent of STERLING COMMERCE, which shall not be unreasonably withheld. As a condition to any such appointment or delegation, which STERLING COMMERCE, may withhold in its sole discretion, any such appointee or delegatee shall execute an agreement which shall be in form and substance satisfactory to STERLING COMMERCE and which shall not be valid until approved in writing by STERLING COMMERCE. No such agreement shall extend beyond the then current term of this Agreement. Company shall notify STERLING COMMERCE immediately if it learns of or has reason to believe that there has occurred a breach by such third party of such agreement, or if it learns of a breach by the third party independently, in which case STERLING COMMERCE shall have the right to cause Company to terminate such agreement. STERLING COMMERCE shall also be entitled to cause Company to terminate such agreement if STERLING COMMERCE determines that it should and may be terminated under the terms of such agreement. Provided that Company does not then have exclusive rights as determined pursuant to this Agreement, in the event of (i) termination (other than for cause as determined by Company or as instructed by STERLING COMMERCE hereunder) or expiration of the third party agreement or of termination or expiration of this Agreement, STERLING COMMERCE shall have the right, without any obligation whatsoever to Company, directly or indirectly, to enter into an agreement with any such third party appointed or delegated by Company during the term of this Agreement.

Subdistributors. Company is prohibited from appointing or otherwise --------------- authorizing any other Person (as defined in Section 23.1) as its subdistributors, providers, dealers, agents or other resellers under this Agreement or otherwise delegating any of its duties or obligations hereunder without With the prior written consent of STERLING COMMERCE, Engage (which --------------- shall not be unreasonably withheld), Provider may sublicense its rights under Section 2.1(iii)-(iv) to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. As a condition Provider shall notify Engage in writing of its intention to appoint any such appointment subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or delegationservices which might be competitive with the Data Services or Products, which STERLING COMMERCEfinancial resources, may withhold reputation in its sole discretionthe marketplace, and any other factors relevant to the capability of such appointee or delegatee to effectively market and service the Data Services and Products in the Territory. Provider shall execute an agreement with each subdistributor under which shall be the subdistributor is obligated to comply with the provisions set forth in form this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 8, 9.2 and substance satisfactory to STERLING COMMERCE and which shall not be valid until approved in writing by STERLING COMMERCE10-13. No In addition, such agreement shall extend beyond provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider with the then current records and right of inspection set forth in Section 3.5. Provider shall at all times during the term of this AgreementAgreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. Company If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall notify STERLING COMMERCE immediately if it learns of or has reason take all reasonable steps as directed by Engage to believe that there has occurred a breach by stop such third party of violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, or if it learns of a breach by the third party independently, in which case STERLING COMMERCE no subdistributor shall have the right to cause Company grant sublicenses with respect to terminate such agreement. STERLING COMMERCE shall also be entitled to cause Company to terminate such agreement if STERLING COMMERCE determines that it should and may be terminated under the terms of such agreement. Provided that Company does not then have exclusive rights as determined pursuant to this Agreement, in the event of (i) termination (other than for cause as determined by Company or as instructed by STERLING COMMERCE hereunder) or expiration of the third party agreement or of termination or expiration of this Agreement, STERLING COMMERCE shall have the right, without any obligation whatsoever to Company, directly or indirectly, to enter into an agreement with any such third party appointed or delegated by Company during the term of this AgreementSection 2.1.