USE OF SUPPLIERS. Seller shall have the authority to utilize Suppliers as may be required to provide the Products and/or Services; provided, however, that: (i) Suppliers must be approved in advance by Buyer; (ii) Seller shall be responsible for all taxes, payroll deductions and similar items which may result from the retention of such Suppliers to assist in the performance of Seller’s obligations under the Agreement; (iii) Compensation for the Products and/or Services of said Suppliers shall be paid to Seller by Buyer on a pass- through basis and at no profit to Seller; (iv) Seller shall be responsible for issuing all relevant payments to Suppliers; (v) Seller shall remain responsible for the provision of the Products and/or Services by its Suppliers as if performed or to be performed by Seller; (vi) All relevant terms and conditions of the Agreement shall equally apply to such Suppliers. Accordingly, all references to “Seller” herein shall automatically include reference to Seller’s Suppliers; (vii) For the avoidance of doubt, Seller shall specifically and without limitation bind each of its Suppliers, by written contractual agreement, to all applicable portions of the Agreement, including, without limitation with regard to warranties, confidentiality, data privacy, indemnification, insurance, intellectual property, right of access and publicity; (viii) Seller shall be liable for the acts and omissions of its Suppliers; (ix) Seller shall conduct appropriate due diligence on each Supplier in accordance with relevant industry standards and the Agreement; and (x) The authorization contained in this Section 11 shall extend to Seller only and shall not be implied or interpreted as authorization from Buyer for Seller to permit Seller’s Suppliers to further subcontract. In fact, Seller shall be required to specifically prohibit its Suppliers from further subcontracting in relation to the Products and/or Services to be provided hereunder.
USE OF SUPPLIERS
