Common use of Sublicensees; Distributors Clause in Contracts

Sublicensees; Distributors. Subject to the terms and conditions of this Agreement, Hapbee will have the right to sublicense the rights granted to it under Section 2.1 to: (a) Third Parties with EMulate’s prior consent, such consent not to be unreasonably withheld, conditioned, or delayed; provided, that (i) such sublicensee agrees with EMulate in writing to comply with the term and conditions of this Agreement that are applicable to such Sublicensee’s activities under such sublicense; and (ii) Hapbee remains fully liable for the performance of such sublicensee in accordance with this Agreement. (b) Distributors without EMulate’s consent, provided that Hapbee will remain responsible for the performance of its Distributors hereunder, including without limitation the compliance with Applicable Laws by such Distributors in connection with the distribution of the Authorized Product hereunder. In the event of termination of this Agreement pursuant to Section 13.2(b) for breach by Hapbee, EMulate will reasonably consider and discuss with each such Distributor potential continuation of the Distributor agreement directly with EMulate if such Distributor is not then in breach of its Hapbee Distributor agreement, a complete copy of which Hapbee will provide to EMulate upon request.