Common use of Subdistributors Clause in Contracts

Subdistributors. With the prior written consent of Engage (which --------------- shall not be unreasonably withheld), Provider may sublicense its rights under Section 2.1(iii)-(iv) to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider shall execute an agreement with each subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 8, 9.2 and 10-13. In addition, such agreement shall provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider with the records and right of inspection set forth in Section 3.5. Provider shall at all times during the term of this Agreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1.

Subdistributors. With Company is prohibited from appointing or otherwise --------------- authorizing any other Person (as defined in Section 23.1) as its subdistributors, providers, dealers, agents or other resellers under this Agreement or otherwise delegating any of its duties or obligations hereunder without the prior written consent of Engage (STERLING COMMERCE, which --------------- shall not be unreasonably withheld), Provider may sublicense its rights under Section 2.1(iii)-(iv) . As a condition to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territoryappointment or delegation, and provide with such notification a full description of the proposed appointeewhich STERLING COMMERCE, including without limitation a description of may withhold in its existing territorysole discretion, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider or delegatee shall execute an agreement with each subdistributor under which the subdistributor is obligated shall be in form and substance satisfactory to comply with the provisions set forth STERLING COMMERCE and which shall not be valid until approved in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 8, 9.2 and 10-13writing by STERLING COMMERCE. In addition, No such agreement shall provide extend beyond the then current term of this Agreement. Company shall notify STERLING COMMERCE immediately if it learns of or has reason to believe that there has occurred a breach by such third party of such agreement, or if it learns of a breach by the third party independently, in which case STERLING COMMERCE shall have the right to cause Company to terminate such agreement. STERLING COMMERCE shall also be entitled to cause Company to terminate such agreement if STERLING COMMERCE determines that it should and may be terminated under the terms of such agreement. Provided that Company does not then have exclusive rights as determined pursuant to this Agreement, in the event of (i) termination (other than for cause as determined by Company or as instructed by STERLING COMMERCE hereunder) or expiration of the third party agreement or of termination or expiration of this Agreement Agreement, STERLING COMMERCE shall automatically terminate have the right, without any obligation whatsoever to Company, directly or indirectly, to enter into an agreement with any such agreement, and (ii) each subdistributor shall provide Provider with the records and right of inspection set forth in Section 3.5. Provider shall at all times third party appointed or delegated by Company during the term of this Agreement make its best endeavors to ensure that each subdistributor complies with the terms of said agreement. If Provider becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider shall remain primarily responsible to Engage for all of its subdistributors' activities. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1Agreement.

Subdistributors. With the prior written consent of Engage (which --------------- shall not be unreasonably withheld), Provider Reseller may sublicense its rights under Section 2.1(iii)-(iv) 2.1 to subdistributors to further the objectives set forth in this Agreement; provided that (i) no subdistributor shall be permitted to use the Provider Technology, or to construct or maintain a data repository, or offer Data Services or Products, other than in association with the data repository and Data Services of Provider, and (ii) each such subdistributor agrees to perform the duties set forth in this Agreement listed below. Provider Reseller shall notify Engage in writing of its intention to appoint any such subdistributor and the subdistributor's proposed territory, and provide with such notification a full description of the proposed appointee, including without limitation a description of its existing territory, facilities, management, sales and marketing personnel, clientele, product lines, including products or services which might be competitive with the Data Services or Products, financial resources, reputation in the marketplace, and any other factors relevant to the capability of such appointee to effectively market and service the Data Services and Products in the Territory. Provider Reseller shall execute an agreement with each subdistributor under which the subdistributor is obligated to comply with the provisions set forth in this Agreement to the extent applicable, including without limitation those set forth in Sections 2.3, 2.4, 4.1, 5, 6, 87, 9.2 9.1, 10.2 and 1011-13. In addition, such agreement shall provide that (i) termination or expiration of this Agreement shall automatically terminate such agreement, and (ii) each subdistributor shall provide Provider Reseller with the records and right of inspection set forth in Section 3.54.4. Provider Reseller shall at all times during the term of this Agreement make its use best endeavors efforts to ensure that each subdistributor complies with the terms of said agreement. If Provider Reseller becomes aware of any violation of the agreement, it will immediately notify Engage, and Provider Reseller shall take all reasonable steps as directed by Engage to stop such violation and/or terminate such agreement. Provider Reseller shall remain primarily responsible to Engage for all of its subdistributors' activities. All ordering of Products from Engage shall be made by Reseller only pursuant to Section 3. Notwithstanding anything in this Agreement to the contrary, no subdistributor shall have the right to grant sublicenses with respect to the rights in Section 2.1.