Common use of To Third Parties Clause in Contracts

To Third Parties. Mentor Media shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing, except as follows: (1) Prior to any subcontractor performing any such services for Mentor Media under this Agreement, Mentor Media and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that StarTek Pacific is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should Mentor Media fail to timely do so; that StarTek Pacific at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (a) comply with the applicable obligations identical to those imposed on Mentor Media under Sections 2, 4(b), 6(a), 7(a)(1), 8,9,10(c),11,12,15(k), 15(l)and Exhibit A of this Agreement, and (b) halt reproduction of Product(s) as required under this Agreement or upon notice from Mentor Media or StarTek Pacific of the termination or expiration of this Agreement, and (c) pay StarTek Pacific's attorneys' fees if StarTek Pacific employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) Mentor Media guarantees its subcontractor's fulfillment of the applicable obligations imposed on Mentor Media by this Agreement; and (3) Mentor Media shall indemnify, defend and hold StarTek Pacific harmless for all damages and/or costs of any kind, including without limitation, those incurred by StarTek Pacific and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on Mentor Media by this Agreement, including, but not limited to, Mentor

To Third Parties. Mentor Media StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to ManufacturingManufacturing and Supply and Services, except as follows: (1) Prior to any subcontractor performing any such services for Mentor Media StarTek under this Agreement, Mentor Media StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that StarTek Pacific Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should Mentor Media StarTek fail to timely do so; that StarTek Pacific Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (aA) comply with the applicable obligations identical to those imposed on Mentor Media StarTek under Sections 2, 4(b5(b), 6(a7(a), 7(a)(18(a)(1), 8,9,10(c),11,12,15(k9, 10, 11(c), 15(l)and Exhibit 12, 13, 16(k), 16(l) and Exhibits A and B of this Agreement, and (bB) halt reproduction of Product(s) as required under this Agreement or upon notice from Mentor Media StarTek or StarTek Pacific Microsoft of the termination or expiration of this Agreement, and (cC) pay StarTek PacificMicrosoft's attorneys' fees if StarTek Pacific Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) Mentor Media StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on Mentor Media StarTek by this Agreement; and (3) Mentor Media StarTek shall indemnify, defend and hold StarTek Pacific Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by StarTek Pacific Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on Mentor Media StarTek by this Agreement, including, but not limited to, MentorStarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 6 of this Agreement; and (5) Microsoft, in its reasonable discretion, will provide an approved CD and COA supplier list as seen in Exhibit F which may be updated by Microsoft from time to time. If a supplier used by StarTek as a subcontractor is removed from such list by Microsoft, Microsoft acknowledges that StarTek may not be able to immediately discontinue use of subcontractor. In such case, subject to other rights and obligations of enforcement as set forth in the Agreement, Microsoft and StarTek will mutually agree to a transition plan.

To Third Parties. Mentor Media StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing, except as follows: (1) Prior to any subcontractor performing any such services for Mentor Media StarTek under this Agreement, Mentor Media StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that StarTek Pacific Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should Mentor Media StarTek fail to timely do so; that StarTek Pacific Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (aA) comply with the applicable obligations identical to those imposed on Mentor Media StarTek under Sections 2, 4(b), 6(a), 7(a)(1), 8,9,10(c),11,12,15(k8, 9, 10(c), 15(l)and 11, 12, 15(k), 15(l) and Exhibit A of this Agreement, and (bB) halt reproduction of Product(s) as required under this Agreement or upon notice from Mentor Media StarTek or StarTek Pacific Microsoft of the termination or expiration of this Agreement, and (cC) pay StarTek PacificMicrosoft's attorneys' fees if StarTek Pacific Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) Mentor Media StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on Mentor Media StarTek by this Agreement; and (3) Mentor Media StarTek shall indemnify, defend and hold StarTek Pacific Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by StarTek Pacific Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on Mentor Media StarTek by this Agreement, including, but not limited to, MentorStarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 5 of this Agreement; and

To Third Parties. Mentor Media StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to ManufacturingManufacturing and Supply and Services, except as follows: (1) Prior to any subcontractor performing any such services for Mentor Media StarTek under this Agreement, Mentor Media StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that StarTek Pacific Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should Mentor Media StarTek fail to timely do so; that StarTek Pacific Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (aA) comply with the applicable obligations identical to those imposed on Mentor Media StarTek under Sections 2, 4(b5(b), 6(a7(a), 7(a)(18(a)(1), 8,9,10(c),11,12,15(k9, 10, 11(c), 15(l)and Exhibit 12, 13, 16(k), 16(1) and Exhibits A and B of this Agreement, and (bB) halt reproduction of Product(s) as required under this Agreement or upon notice from Mentor Media StarTek or StarTek Pacific Microsoft of the termination or expiration of this Agreement, and (cC) pay StarTek PacificMicrosoft's attorneys' fees if StarTek Pacific Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) Mentor Media StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on Mentor Media StarTek by this Agreement; and (3) Mentor Media StarTek shall indemnify, defend and hold StarTek Pacific Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by StarTek Pacific Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on Mentor Media StarTek by this Agreement, including, but not limited to, MentorStarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 6 of this Agreement; and (5) Microsoft, in its reasonable discretion, will provide an approved CD and COA supplier list as seen in Exhibit F which may be updated by Microsoft from time to