Common use of Material Subcontractors Clause in Contracts

Material Subcontractors. Morneau Shepell shall have the right, subject to the terms and conditions set forth in this Section 14.2 , in diligent performance of any of its duties, obligations, and responsibilities hereunder to engage any affiliate, company, firm, or independent contractor (each, a “material subcontractor”) required to provide certain core Services pursuant to this Agreement, including the sub-license of the Third Party Software as follows: (a) All material subcontractors are listed in Schedule B. Prior to engaging any proposed material subcontractor, Morneau Shepell shall notify ERSRI in writing of the proposed material subcontractor, and shall provide ERSRI with information regarding the suitability of such proposed material subcontractor to provide Services or Third Party Software under this Agreement; (b) Upon receipt of notice of any proposed material subcontractor, and before Morneau Shepell shall be permitted to engage said material subcontractor, ERSRI shall, as promptly as possible, notify Morneau Shepell of any objection, asserted in good faith, that ERSRI may have to the proposed material subcontractor, and in connection with such notice, shall identify any deficiencies pertaining to said proposed material subcontractor; (c) Upon receipt of any such objection, Morneau Shepell shall take into consideration such objection and shall discuss such objections with ERSRI before deciding to use the material subcontractor; (d) No material subcontractor shall be engaged without first executing a confidentiality agreement in form reasonably satisfactory to ERSRI confirming that the material subcontractor will protect all Confidential Information and shall be bound by the confidentiality, security, and data protection provisions of this Agreement; (e) Any material subcontractor agreement hereunder shall contain, at a minimum, the following provisions: (i) Assuring that ERSRI shall have reasonable direct access to such material subcontractor for purposes of carrying out the terms and conditions of this Agreement; (ii) Confirming that ERSRI is a third-party beneficiary of any such material subcontract; (iii) Requiring such material subcontractor to provide reasonable training to ERSRI as may be needed to operate the Services and use the Licenses or Third-Party Licenses granted hereunder; (iv) Confirming that each material subcontractor shall be subject to ERSRI’s right to conduct on-site audits as set forth above (and subject to the provisions set forth) in Section 6.2; and (v) Granting a power of attorney (with full rights of substitution) to ERSRI to enforce all of such material subcontractor’s subcontract obligations in the event that Morneau Shepell is in default hereunder or fails or is unable to perform the terms and conditions of this Agreement for any reason. (f) Notwithstanding the foregoing, but subject to Section 14.2(e) above, Morneau Shepell shall have the right to subcontract with certain material subcontractors listed in Schedule B to provide the Third Party Software. (g) In all cases in which Morneau Shepell engages a material subcontractor under this Section 14, Morneau Shepell retains full responsibility for performance under this Agreement and shall be solely responsible for assuring that each such material subcontractor provides full and timely performance on an uninterrupted and continuous basis, and Morneau Shepell shall be responsible for any and all consequences or damages resulting from the breach or non-performance by any material subcontractor, subject to the limits described in Section 10.5.

Material Subcontractors. Morneau Shepell The DBO Contractor shall have engage or cause to be engaged each Material Subcontractor to perform the right, subject task assigned to such Material Subcontractor pursuant to the terms and conditions set forth in this Section 14.2 , in diligent performance list of Material Subcontractors attached hereto as Appendix 4. The DBO Contractor shall not engage or permit to be engaged any of its duties, obligations, and responsibilities hereunder person to engage perform any affiliate, company, firm, or independent contractor (each, a “material subcontractor”) required Material Subcontractor task other than the Material Subcontractor to provide certain core Services whom such Material Subcontractor task has been assigned pursuant to this Agreement, including the sub-license list of Material Subcontractors attached hereto as Appendix 4 without the prior approval of the Third Party Software as followsOwner, which approval shall not be unreasonably withheld. 12.1.1 The DBO Contractor shall use commercially reasonable efforts to cause that the Material Subcontracts contain provisions providing that: (a) All material subcontractors are listed each Material Subcontractor performs its work in Schedule B. Prior to engaging any proposed material subcontractor, Morneau Shepell shall notify ERSRI in writing accordance with the terms of the proposed material subcontractor, and shall provide ERSRI with information regarding the suitability of such proposed material subcontractor to provide Services or Third Party Software under this Agreement; (b) Upon receipt each Material Subcontractor incorporates specifically or by reference the terms of notice of any proposed material subcontractorthis Agreement, and before Morneau Shepell shall be permitted to engage said material subcontractor, ERSRI shall, as promptly as possible, notify Morneau Shepell of any objection, asserted in good faith, that ERSRI may have to the proposed material subcontractormutatis mutandis, and in connection with such noticeparticular, shall identify any deficiencies pertaining to said proposed material subcontractorthe provisions of Article 28, Dispute Resolution; (c) Upon receipt of any such objection, Morneau Shepell shall take into consideration such objection each Material Subcontractor undertakes to participate in Arbitration between the DBO Contractor and shall discuss such objections with ERSRI before deciding to use the material subcontractor;Owner; and (d) No material subcontractor shall be engaged without first executing a confidentiality agreement in form reasonably satisfactory to ERSRI confirming that the material subcontractor will protect all Confidential Information and shall be bound by the confidentiality, security, and data protection provisions of this Agreement; (e) Any material subcontractor agreement hereunder shall contain, at a minimum, the following provisions: (i) Assuring that ERSRI shall have reasonable direct access to such material subcontractor for purposes of carrying out the terms and conditions of this Agreement; (ii) Confirming that ERSRI is a third-party beneficiary of any such material subcontract; (iii) Requiring such material subcontractor to provide reasonable training to ERSRI as may be needed to operate the Services and use the Licenses or Third-Party Licenses granted hereunder; (iv) Confirming that each material subcontractor shall be subject to ERSRI’s right to conduct on-site audits as set forth above (and subject to the provisions set forth) in Section 6.2; and (v) Granting a power of attorney (with full rights of substitution) to ERSRI to enforce all of such material subcontractor’s subcontract obligations in the event that Morneau Shepell is in default hereunder or fails or is unable to perform the terms and conditions upon termination of this Agreement and upon written notice by the Owner to the other Parties to any Material Subcontract, any Material Subcontract shall be assigned to the Owner and the obligations of the DBO Contractor thereunder shall be assumed by the Owner, without the imposition of further terms and conditions; provided, however, that until the Owner has given such notice, nothing herein contained shall be deemed to create any contractual or other liability upon the Owner for the performance of obligations under the Material Subcontracts, and the DBO Contractor shall be fully responsible for all obligations and liabilities (if any) under the Material Subcontracts. Prior to its execution, the DBO Contractor will advise the Owner of any reason. (f) Notwithstanding the foregoing, but subject to Section 14.2(e) above, Morneau Shepell shall have the right to subcontract with certain material subcontractors listed in Schedule B to provide the Third Party Software. (g) In all cases Material Subcontract in which Morneau Shepell engages a material subcontractor under this Section 14it has been unable to incorporate any of provisions (a), Morneau Shepell retains full responsibility for performance under this Agreement and (b), (c) or (d) immediately above. Notwithstanding such notice to Owner, DBO Contractor shall not be solely responsible for assuring that each prevented or delayed from entering into such material subcontractor provides full and timely performance on an uninterrupted and continuous basis, and Morneau Shepell shall be responsible for any and all consequences or damages resulting from the breach or non-performance by any material subcontractor, subject to the limits described in Section 10.5Material Subcontract.