Subcontractor Arrangement Clause Samples
Subcontractor Arrangement. To the extent permitted by applicable laws and regulations, subject to any confidentiality obligations, Baozun and iClick both agree to share relevant opportunities and discuss in good faith with the other Party on the subcontracting arrangements if any of them signs any agreements with clients in relation to the services or products included in the Cooperation Business unless otherwise required by the brand partner(s); any such confidentiality obligations to any third party shall be agreed by the relevant Party with such third party in good faith. Specifically:
1) Baozun shall subcontract E-commerce Platform Setup Services to iClick if Baozun signs any services agreements in connection with the Cooperation Business.
2) iClick shall subcontract Online Operation and Services to Baozun if iClick signs any service agreements in connection with the Cooperation Business.
Subcontractor Arrangement. Seller agrees that for any Customer who does not specifically consent to the assignment of that Customer’s applicable contract to the Company prior to Closing, that Seller shall use the Company as the exclusive subcontractor for services to be provided to such Customers pursuant to the terms of the Subcontractor Agreement.
Subcontractor Arrangement. In the event the parties are unable to enter into a Replacement Contract in accordance with Section 7.03(h)(i) with respect to a Shared Customer Contract, at the Closing, or, any Acquired Company is unable to transfer such Shared Customer Contract to Seller or its appropriate Affiliate in connection with the Reorganization, then Seller or one of its Affiliates (other than an Acquired Company), on the one hand, and Thoreau Holdco or NCE or one of the Buyer Affiliates, on the other hand, shall enter into a Subcontractor Agreement and any related task orders in connection with the services that are the subject matter of such Subcontractor Agreement, pursuant to which, during the period commencing on the Closing Date and continuing until the expiration or termination of such Subcontractor Agreement in accordance with its terms, (A) the Acquired Companies shall perform, as a subcontractor, all obligations of Seller and its Affiliates under such Shared Customer Contract that is with Seller or one of its Affiliates to the extent such obligations relate to the Business, at rates or pricing terms that will pass through the net revenues generated thereunder to such Acquired Company, and Seller and its Affiliates shall promptly remit or provide to Buyer or its applicable Affiliate all payments and other benefits received by Seller and its Affiliates with respect to the obligations performed by Buyer or its applicable Affiliate thereunder, all in accordance with the terms of such Subcontractor Agreement and such related task orders, or (B) with respect to any Shared Customer Contract that is unable to be transferred to Seller or any of its Affiliates (other than any Acquired Company) as part of the Reorganization, the Seller or its applicable Affiliate shall perform, as a subcontractor, all obligations of the Acquired Companies under such Shared Customer Contract that is with such Acquired Company to the extent such obligations relate to the Retained Business, at rates or upon pricing terms that will pass through the net revenues generated thereunder to such Seller or applicable Affiliate, and such Acquired Company shall promptly remit or provide to Seller or its applicable Affiliate all payments and other benefits received by such Acquired Company and its Affiliates with respect to the obligations performed by Seller or its applicable Affiliate thereunder, net of any Tax incurred in connection with the receipt of such payment (or other benefit) or required to be with...