Subcontracting the Services Clause Samples

The 'Subcontracting the Services' clause defines the conditions under which a party may delegate some or all of its contractual obligations to third-party subcontractors. Typically, this clause outlines whether prior written consent from the other party is required before subcontracting, and may specify standards or responsibilities that must be maintained by any subcontractor. Its core function is to control and clarify the use of subcontractors, ensuring that the quality and accountability of the services remain consistent and that the original party remains responsible for the performance of the contract.
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Subcontracting the Services. EVERTEC may subcontract with Third Parties for the provision of the Services to COMPANY, BPPR and their respective Subsidiaries in accordance with the outsourcing policies and procedures set forth in Exhibit F hereto (the “Outsourcing Policy”), and which shall comply with the regulatory requirements set forth in the FFIEC’s Statement on Risk Management of Outsourced Technology Services, dated November 28, 2000. EVERTEC may amend or supplement the Outsourcing Policy in its sole discretion; provided that any outsourcing of Services will not be subject to the applicable amendment or supplement unless (a) Popular and BPPR have provided their written consent to the applicable amendment or supplement or (b) such amendment or supplement is required by Legal Requirements. Notwithstanding the foregoing, EVERTEC shall remain exclusively and fully responsible and liable towards COMPANY, BPPR, and their respective Subsidiaries for the due performance of such Services by such subcontractors and there shall be no direct relationship whatsoever between COMPANY, BPPR, or their respective Subsidiaries, on the one hand, and such subcontractors, on the other. Upon reasonable advance written notice by COMPANY or BPPR, EVERTEC will provide COMPANY or BPPR, as the case may be, with copies of any documents in EVERTEC’s possession that are related to EVERTEC’s due diligence and risk analysis of the Services to COMPANY, BPPR or any of their respective Subsidiaries; provided, that EVERTEC may redact from such copies information related solely to customers other than COMPANY, BPPR or their respective Subsidiaries.
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Subcontracting the Services. (a) EVERTEC shall provide COMPANY and BPPR with the written notice required below in this Section 1.16(a) prior to outsourcing, delegating or subcontracting the performance of any part of the Services to a Third Party vendor, including any Third Party computer programmers, software developers or Data Center, collocation, hosting or cloud service providers (each, a “Subcontractor”), to the extent such Subcontractor would store, process, transport or otherwise have access to BPPR Data or other Confidential Information or Intellectual Property of COMPANY or BPPR or their respective Subsidiaries (a Subcontractor with such access, including those who perform Data Processing of Personal Data or provide Data Center services, a “Data Subcontractor”), except to the extent such Data Subcontractor is in use by EVERTEC as of the Effective Date. The Data Subcontractors used by EVERTEC as of the Effective Date are listed in Schedule 1.16. For the avoidance of doubt, such information related to EVERTEC’s Data Centers, Data Subcontractors and Subcontractors shall be considered EVERTEC Confidential Information and EVERTEC may otherwise engage Subcontractors who are not Data Subcontractors without the obligation to inform COMPANY or BPPR, as applicable, subject to the terms of this Master Agreement and to applicable Legal Requirements. EVERTEC agrees that, prior to assigning a Data Subcontractor under this Master Agreement: EVERTEC must (i) provide COMPANY and BPPR with at least 180 days’ written notice for Data Subcontractors that will perform Services at a new Data Center and at least 30 days’ written notice for all other Data Subcontractors (or such shorter period as may be necessary to assign a Data Subcontractor in order to remedy an Incident or other similar emergency event); (ii) within 10 days of a request from COMPANY or BPPR, provide COMPANY or BPPR the information described in Section 1.16(c) to evaluate the proposed Data Subcontractor during the applicable notice period provided above; and (iii) comply with the outsourcing policies and procedures set forth in Exhibit F (the “Outsourcing Policy”) and applicable Legal Requirements relating to the outsourcing of services. Without limiting the foregoing, prior to the commencement of any work by any Data Subcontractor, EVERTEC must: (i) perform the necessary due diligence to manage related vendor risks and ensure it only assigns Subcontractors that (A) are qualified industry vendors that EVERTEC reasonably believes t...
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Subcontracting the Services. Notwithstanding anything to the contrary herein, the Company agrees and acknowledges that the Manager shall be permitted to subcontract or otherwise delegate any or all of its duties and obligations hereunder to one or more individuals, provided that: (i) the terms of each such arrangement shall be on terms consistent herewith, including without limitation by requiring that the applicable third party perform its duties and obligations thereunder in a manner consistent the terms of this Agreement; and (ii) no such arrangement shall relieve Manager of its obligation to ensure the performance of all of the duties and responsibilities contemplated to be performed by the Manager under this Agreement.
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Related to Subcontracting the Services

  • Access to the Services ID’s for access to Vendor Core Research and Analyst Inquiry may not be shared. Access to the Services is restricted to the number of named individuals (each a “Licensed User”) as identified in the Customer Purchase Order.

  • B1 The Services The Contractor shall supply the Services during the Contract Period in accordance with the Authority’s requirements as set out in the Specification and the provisions of the Contract in consideration of the payment of the Contract Price. The Authority may inspect and examine the manner in which the Contractor supplies the Services at the Premises during normal business hours on reasonable notice.

  • Other Services Should the Board request that the Advisor or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3 , such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Advisor and the Board, including a majority of the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.

  • Changes to the Services We provide Services in a multi- user environment and must therefore reserve the right to modify and discontinue Services. We may modify a Service at any time without degrading its functionality or security features For current subscriptions, we may degrade the functionality of a Service or discontinue a Service only in case of (i) legal requirements; (ii) changes in the Services imposed by Siemens’ subcontractors; (iii) the termination of our relationship with a provider of software and/or services used by us which are material for the provision of such Service; (iv) lack of customer acceptance; and/or (v) security risks. We will notify you of any material degradation of functionality or the discontinuation of a Service and the effective date at least 80 days prior to such change, and you may terminate the modified Service 30 days prior to the change effective date. In the event of such termination or discontinuation of a Service, we will refund any prepaid amounts for the applicable Service on a pro-rata basis for the remaining Subscription Term. We do not maintain prior versions of a Service.

  • Provision of the Services The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).