Common use of Approved Subcontractors Clause in Contracts

Approved Subcontractors. Contractor shall not subcontract performance of any portion of the Work under the Contract without the prior written consent of Owner. Owner’s consent to such subcontractors shall not be unreasonably withheld. Contractor represents and warrants that each Subcontractor performing any portion of the Work pursuant to Owner's written consent shall be fully experienced and properly qualified to perform the Work and all of their respective obligations under the Contract; that it and each of them has the financial and technical capability to satisfy their respective obligations hereunder; that it and each of them are properly licensed, equipped, financed and organized to perform the Work in the State and any other jurisdiction where the performance of the Work will occur. Any Subcontractor not so duly licensed in the State and jurisdiction where the performance of the Work will occur shall not be permitted to perform any portion of the Work under the Contract. If requested by Owner or Owner’s Representative, Contractor shall furnish Owner or Owner’s Representative a copy of the proposed subcontract (with price deleted if the subcontracted Work is part of fixed price Work of Contractor under the Contract) for Owner's or Owner’s Representative’s review of the terms and conditions thereof and shall not execute such subcontract until Owner or Owner’s Representative has given notice of non-objection to such terms. Failure of Contractor to comply with this Article 13.1 may be deemed by Owner or Owner’s Representative to be a material breach of the Contract. Contractor shall not change a Subcontractor, person or entity previously selected if Owner or Owner’s Representative makes a reasonable objection to such change. A Contractor may not own any interest in a Subcontractor, Sub-subcontractor or Supplier, directly or indirectly, either as a shareholder, partner, member, trustee or any other form of ownership whatsoever, without disclosing such ownership interest to Owner and obtaining Owner's written permission to work with such Subcontractor, Sub-subcontractor or Supplier. The failure to disclose information to Owner regarding such ownership interest held by Contractor in a Subcontractor, Sub-subcontractor or Supplier may be grounds for termination of the Contract, in addition to any other remedy available under law or the Contract.

Approved Subcontractors. Contractor (a) The Processing activities set forth in Annex E to the QA Agreement are currently subcontracted to the subcontractors noted on such Annex. NOVARTIS hereby consents to subcontractors listed in Annex E to the QA Agreement continuing to provide the Processing related services setout therein following the date of this Agreement. GW shall not subcontract performance of any portion additional Processing work to any Person or change the current subcontractor performing any activity the subject of the Work under the Contract first sentence of this Clause 2.4 without the NOVARTIS’ prior written approval, such consent of Owner. Owner’s consent not to such subcontractors shall not be unreasonably withheld, delayed or conditioned. Contractor represents and warrants that each Subcontractor performing any portion of the Work pursuant NOVARTIS will be unreasonably withholding its consent to Owner's written consent shall be fully experienced and properly qualified to perform the Work a proposed subcontractor if such subcontractor complies with GMP and all of their respective obligations under the Contract; that it and each of them has the financial and technical capability to satisfy their respective obligations hereunder; that it and each of them are properly licensed, equipped, financed and organized to perform the Work applicable Laws unless NOVARTIS can produce evidence in the State and any other jurisdiction where the performance form of the Work will occur. Any Subcontractor not so duly licensed in the State and jurisdiction where the performance of the Work will occur shall not be permitted to perform any portion of the Work under the Contract. If requested by Owner or Owner’s Representative, Contractor shall furnish Owner or Owner’s Representative a copy written documents which demonstrate that use of the proposed subcontract (with price deleted if subcontractor to provide Processing related services will likely affect the subcontracted Work is part of fixed price Work of Contractor under the Contract) for Owner's or Owner’s Representative’s review supply of the relevant Product to NOVARTIS. GW shall give NOVARTIS written notice of the identity of any additional subcontractor it wishes to engage to provide Processing related services and the Processing related services such Person will be performing. If GW has not received notice from NOVARTIS objecting to a proposed subcontractor within 30 days of submitting the notice specified above NOVARTIS shall be deemed to have consented to the appointment of the proposed subcontractor to provide the Processing- related services specified in GW’s notice and thereafter such Person shall be an Approved Subcontractor. In case of the appointment/change in GW’s subcontractors involved in Processing, the requirements of Clause 10 shall be observed. (b) GW shall ensure that any agreement entered into or amended after the Effective Date with any Approved Subcontractor shall contain terms and conditions thereof provisions which ensure such subcontractor’s compliance with terms consistent with the relevant requirements of this Agreement and shall not execute such subcontract until Owner or Owner’s Representative has given notice of non-objection to such terms. Failure of Contractor to comply with this Article 13.1 may be deemed by Owner or Owner’s Representative to be a material breach of the ContractQA Agreement. Contractor GW shall not change a Subcontractor, person remain responsible and liable to NOVARTIS for any acts or entity previously selected omissions of any Approved Subcontractor as if Owner such acts or Owner’s Representative makes a reasonable objection to such change. A Contractor may not own any interest in a Subcontractor, Sub-subcontractor or Supplier, directly or indirectly, either as a shareholder, partner, member, trustee or any other form of ownership whatsoever, without disclosing such ownership interest to Owner and obtaining Owner's written permission to work with such Subcontractor, Sub-subcontractor or Supplier. The failure to disclose information to Owner regarding such ownership interest held omissions were committed by Contractor in a Subcontractor, Sub-subcontractor or Supplier may be grounds for termination of the Contract, in addition to any other remedy available under law or the ContractGW.