Common use of Superseding Provisions Clause in Contracts

Superseding Provisions. Notwithstanding anything to the contrary contained in this Agreement: (a) no Provider shall be required hereunder to take any action (including by providing any Services) that would constitute, or that the Provider reasonably believes would constitute, (i) a violation of applicable law, including any requirement of any Governmental Authority, (ii) a breach of such Provider’s contractual obligations or (iii) any other violation of a third party’s rights; provided that in each of the foregoing circumstances the Provider shall use reasonable efforts to work around the impediment and endeavor to provide Services in a manner that does not violate law, contractual obligations or third party rights; and (b) the Provider shall not be responsible for any failure to provide Services hereunder to the extent arising from (i) the Recipient’s operations or systems or otherwise by the acts or omissions of the Recipient or individuals acting on its behalf, (ii) a third party’s failure to provide such Services, provided that the Provider has used commercially reasonable efforts to mitigate the effect of such failure, or (iii) the failure of Recipient or its Affiliates to provide Services to Provider.