Use of Affiliates and Subcontractors. Miltenyi shall have the right in connection with its obligations hereunder to contract with its Affiliates or one or more Subcontractors (including Third Party contract manufacturing organizations) for the manufacture and supply of one or more Miltenyi Products (or any component thereof) to Autolus; provided that: (a) none of the rights of Autolus hereunder are materially adversely affected as a result of such subcontracting; (b) any such Affiliate or Subcontractor to whom Miltenyi discloses Confidential Information of Autolus shall enter into an appropriate written agreement obligating such Third Party to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in this Agreement; and (c) Miltenyi shall at all times be responsible for the proper performance of such Affiliate or Subcontractor, including compliance with the terms of this Agreement and the Quality Agreement (as applicable), and in no event shall any such delegation or subcontract release Miltenyi from any of its obligations under this Agreement. Miltenyi’s Subcontractors and Affiliates for the manufacture and/or supply of Miltenyi Products will be listed in the Quality Agreement.
Use of Affiliates and Subcontractors. 67 27.1 Approval; Key Subcontractors and Hardware/Software Providers............. 67 27.2 Subcontractor and Major Hardware/Software Provider Agreements............ 67 27.3
Use of Affiliates and Subcontractors. 27.1 APPROVAL; KEY SUBCONTRACTORS AND HARDWARE/SOFTWARE PROVIDERS Provider shall not perform the Services through the use of Provider-selected Subcontractors, including providers of hardware and software, without the advance written consent of the Project Director as to the selection of the subcontractor, which consent may not be unreasonably withheld, and the execution by such Subcontractor of a confidentiality agreement in accordance with Section 21 hereof; provided, however, that Provider may subcontract, without the Project Director's advance written consent, for goods and services that are incidental to the performance of the Services and do not involve the anticipated expenditure under this Agreement of more than two hundred fifty thousand dollars ($250,000.00) within any ninety (90) day period. The Project Director will respond within three (3) business days of request from Provider for approval under this Section. In the event the Project Director does not respond within three (3) business days, Provider may interpret lack of a response as consent. The Project Director hereby consents to the Subcontractors identified in Schedule G; provided, that each such Subcontractor shall execute a confidentiality agreement in accordance with Section 21 hereof. Additionally, each Subcontractor shall be properly licensed in the State to perform the Services for which such Subcontractor is responsible, where applicable. In no event shall Provider be entitled to perform the Services through the use of any subcontractor who has been debarred from performing services for the United States government.
Use of Affiliates and Subcontractors. Except for the day-to-day management and operation of Contractor's data center, Contractor shall not perform the Services through the use of Contractor-selected entities, including hardware and software vendors, without the prior written consent of Client, which consent may be withheld in Client's sole discretion, and the execution by any such entity of a Confidentiality Agreement in accordance with Section 18.6 hereof, and Contractor shall not be relieved of its obligations under this Agreement by use of any such entities, except that: (i) Contractor may subcontract for goods and services that are incidental to the performance of the Services and do not involve the anticipated expenditure under this Agreement of more than one hundred thousand dollars ($100,000) within any ninety (90) day period; (ii) Contractor may subcontract for goods and services with Subcontractors identified in Schedule 23 or in Initiative proposals (that are accepted by Client); and (iii) Contractor may subcontract for the goods and services governed by the Licenses or by the Assigned Contracts. Any consent of Client shall be given or withheld in writing in Contractor's reasonably requested timeframe, and shall, if withheld, contain the reasons for such withholding as well as suggested alternative Subcontractors. Contractor shall be responsible for supervising the activities and performance of each Subcontractor and shall be jointly and severally responsible with each Subcontractor for any act or failure to act of such Subcontractor. If Client determines in good faith and in a commercially reasonable manner that the performance or conduct of any Subcontractor is unsatisfactory, Client may notify Contractor of its determination in writing, indicating the reasons therefor, in which event Contractor shall promptly take all necessary actions to remedy promptly the performance or conduct of such contractor or to replace such contractor by another third party or by Contractor personnel.
Use of Affiliates and Subcontractors. WuXi Biologics may not, without the prior written consent of Client, (which will not be unreasonably withheld, delayed, or conditioned) use Third Party sub-contractors to conduct any elements of Manufacturing the Products except WuXi Biologics’ Affiliate sub-contractors as specified per Schedule 4. For any subcontract authorized by Client, WuXi Biologics shall ensure that the subcontractor complies with the obligations and restrictions applicable to WuXi Biologics under this Agreement and shall further ensure that its subcontractor protects Client’s interests in Confidential Information, Client Background IP and Client Arising IP. WuXi Biologics (a) shall manage the performance of the subcontractor at its sole cost and expense and (b) shall remain responsible to Client for all acts and omissions of any subcontractor and the performance of those subcontracted Manufacturing activities just as though WuXi Biologics had performed them itself and for purposes of this Agreement such acts or omissions and the performance of those subcontracted Manufacturing services shall be deemed to be WuXi Biologics’ acts or omissions. WuXi Biologics shall be Client’s sole point of contact regarding the Manufacturing services, including with respect to payment.
Use of Affiliates and Subcontractors. From time to time CCI may authorize in writing third parties by CCI to construct, manufacture and/or assemble products or subassemblies for CCI. Supplier will not use any affiliate or subcontractor for any supply of components or services related to the Product without notifying CCI in advance in writing. CCI may specify change control procedures applicable to the provision of services by such affiliate or subcontractor in addition to or in accordance with Section 3.17 (Engineering and Manufacturing Changes).
Use of Affiliates and Subcontractors. 8 4.1 Affiliates and Subcontractors. 8 4.2 Compliance. 9
Use of Affiliates and Subcontractors. Subject to Section 3.1(a), Supplier will have the right to use Affiliates and Subcontractors to assist Supplier in the provision of the Services. Supplier shall adhere to Supplier’s then-current “Third Party Vendor Management” policies when engaging Subcontractors to perform Services under this Agreement. In respect of any material Services for which Supplier desires to engage a Subcontractor, Supplier shall seek and obtain Recipient’s approval of such Subcontractor, which approval Recipient shall not unreasonably withhold or delay; provided, however, that all Subcontractors engaged or otherwise performing services for Supplier as of the Effective Date are hereby deemed approved by Recipient.
Use of Affiliates and Subcontractors. 44 24. MISCELLANEOUS........................................................ 44 -iii- DETAILED TABLE OF CONTENTS -------------------------- DETAILED TABLE OF CONTENTS.............................................. IV INDEX OF DEFINED TERMS.................................................. IX
Use of Affiliates and Subcontractors. 44 24. MISCELLANEOUS........................................................ 44 24.1. Entire Agreement................................................ 44
