Outsource supplier Sample Clauses

Outsource supplier. (a) Subject to any contrary restrictions in any Alternative Licence Terms consented to by the Nominal Insurer under clause 55.3(c), where the Nominal Insurer outsources from time to time some or all of its information technology or business processes services (other than the Services), the Nominal Insurer may: (i) sublicense to any outsource supplier the right to use the Software in accordance with clause 55.2; or (ii) assign the Licence to any outsource supplier during the term of its appointment, for the sole purpose of the outsource supplier providing such information technology or business processes services to the Nominal Insurer without the Service Provider's consent and without any financial consequence for the Nominal Insurer or the outsource supplier. The Nominal Insurer must advise the Service Provider of any sub-licence granted, or assignment of the Licence under this clause 55.5. (b) Where the Nominal Insurer outsources some or all of its information technology or business processes services (other than the Services) or where any outsourcing arrangement ends, the Service Provider must, at, provide such assistance to the Nominal Insurer or any outsource supplier as is reasonably required by the Nominal Insurer (Outsourcing Assistance). (c) The parties will enter into a new Statement of Work in respect of the provision of the Outsourcing Assistance by the Service Provider, or will execute a Variation Order in respect of a then-existing Statement of Work. To the extent that the Outsourcing Assistance can be provided by the Service Provider using existing Service Provider Personnel involved in the provision of the Services without unduly impacting the normal day to day activities performed by such Personnel or detrimentally affecting Service quality, the parties agree that the Nominal Insurer is not liable to pay any charges for the Outsourcing Assistance. (d) This clause 55.5 does not limit or restrict any obligations of the Service Provider in relation to Other Providers as set out in clause 21 and the Governance Framework.