Common use of Third Party Limitations Clause in Contracts

Third Party Limitations. (a) Service Recipient acknowledges and agrees that the Services provided by Service Provider through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable Contracts between Service Provider and such third parties. Service Recipient shall comply, and shall cause its Affiliates to comply, with the terms of such Contracts to the extent they are relevant to the receipt of the Services and to the extent that such terms are known to Service Recipient or its Personnel. (b) Service Provider shall be entitled to exclusively manage its relationships with third parties. (c) Service Provider Parties shall be responsible for the acts, omissions, defaults or insolvency of any third party engaged to provide Services. In the event that a third party that has been engaged to provide such Services fails to provide the Services in accordance with this Agreement, Service Provider Parties shall use commercially reasonable efforts to assert any rights that Service Provider Parties may have under the applicable Contracts with such third party. If the foregoing does not result in the restoration of the applicable Services, the applicable Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing shall be borne by Service Recipient; provided that if Service Provider or any of its Affiliates also receives services from such alternative service provider, Service Recipient shall only pay its pro rata share of the costs associated with obtaining such alternative service provider. (d) Service Provider shall use commercially reasonable efforts to obtain any necessary Consent from third parties in order to provide the Services. If any such Consent is not obtained, Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing Consents and reasonable alternatives related to Service Changes requested by Service Provider shall be borne by Service Provider. All costs associated with the foregoing Consents and reasonable alternatives related to the Services or any Service Changes requested by Service Recipient shall be borne by Service Recipient. The Parties shall, at the other Party’s request, provide commercially reasonable assistance in obtaining the foregoing Consents and reasonable alternatives. (e) Service Recipient shall not discuss with any third party the provision of the Services, except as permitted under Article VI and with third parties being considered to provide services similar to the Services after the Term (provided that such third parties shall be informed of the confidential nature of the information and shall be bound in writing to maintain its confidentiality). (f) Service Provider will not subcontract its obligations under this Agreement to a third party (including an Affiliate) if the third party will (i) have, process or otherwise have access to Service Recipient’s Confidential Information or Service Recipient’s information systems; (ii) provide a material component of any Service; (iii) provide a service, feature or functionality that is customer-facing or public-facing; or (iv) use any Trademark of any Service Recipient, without first complying with vendor diligence and other risk management processes and procedures at least as stringent as Service Provider would undertake in the ordinary course of business for onboarding vendors or other service providers to perform the same or similar types of services for Service Provider or its Affiliates (each such subcontractor or other third party, a “Permitted Subcontractor”). Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. At Service Recipient’s written request, Service Provider shall use commercially reasonable efforts to (x) cause such Permitted Subcontractor to submit during regular business hours to an audit or examination by Service Recipient or any Governmental Entities having jurisdiction over Service Recipient and (y) terminate or suspend Service Provider’s future use of such subcontractor in connection this Agreement. Nothing contained in this Agreement shall create any contractual relationship between Service Recipient and any Service Provider subcontractor or supplier.

Third Party Limitations. (a) Service Recipient acknowledges and agrees that the Services provided by Service Provider through third parties or using third-party Intellectual Property are subject to the terms and conditions of any applicable Contracts between Service Provider and such third parties. Service Recipient shall comply, and shall cause its Affiliates to comply, with the terms of such Contracts to the extent they are relevant to the receipt of the Services and to the extent that such terms are known to Service Recipient or its Personnel. (b) Service Provider shall be entitled to exclusively manage its relationships with third parties. (c) Service Provider Parties shall be responsible for the acts, omissions, defaults or insolvency of any third party engaged to provide Services. In the event that a third party that has been engaged to provide such Services fails to provide the Services in accordance with this Agreement, Service Provider Parties shall use commercially reasonable efforts to assert any rights that Service Provider Parties may have under the applicable Contracts with such third party. If the foregoing does not result in the restoration of the applicable Services, the applicable Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing shall be borne by Service Recipient; provided that if Service Provider or any of its Affiliates also receives services from such alternative service provider, Service Recipient shall only pay its pro rata share of the costs associated with obtaining such alternative service provider. Service Recipient shall be responsible for the acts, omissions, defaults or insolvency of any member of the Service Recipient Group or third party engaged by Service Recipient in connection with the receipt of the Services, including the Designated Service Recipient IT Personnel. In the event that a third party that has been engaged by Service Recipient in connection with the receipt of the Services fails to act in accordance with this Agreement, Service Recipient shall use commercially reasonable efforts to assert any rights that Service Recipient may have under the applicable Contracts with such third party. (d) Service Provider shall use commercially reasonable efforts to obtain any necessary Consent from third parties in order to provide the Services. If any such Consent is not obtained, Service Provider Parties shall use commercially reasonable efforts to obtain a reasonable alternative arrangement to provide the relevant Services sufficient for the purposes of Service Recipient; provided that if no reasonable alternative arrangement is available, Service Provider Parties shall not be required to provide the affected Services. All costs associated with the foregoing Consents and reasonable alternatives related to Service Changes requested by Service Provider shall be borne by Service Provider. All costs associated with the foregoing Consents and reasonable alternatives related to the Services or any Service Changes requested by Service Recipient shall be borne by Service Recipient. The Parties shall, at the other Party’s request, provide commercially reasonable assistance in obtaining the foregoing Consents and reasonable alternatives. (e) Service Recipient shall not discuss with any third party the provision of the Services, except as permitted under Article VI and with third parties being considered to provide services similar to the Services after the Term (provided that such third parties shall be informed of the confidential nature of the information and shall be bound in writing to maintain its confidentiality). (f) Service Provider will not subcontract its obligations under this Agreement to a third party (including an Affiliate) if the third party will (i) have, process or otherwise have access to Service Recipient’s Confidential Information or Service Recipient’s information systems; (ii) provide a material component of any Service; (iii) provide a service, feature or functionality that is customer-facing or public-facing; or (iv) use any Trademark of any Service Recipient, without first complying with vendor diligence and other risk management processes and procedures at least as stringent as Service Provider would undertake in the ordinary course of business for onboarding vendors or other service providers to perform the same or similar types of services for Service Provider or its Affiliates (each such subcontractor or other third party, a “Permitted Subcontractor”). Service Provider shall remain fully responsible for the performance of each such Permitted Subcontractor and its employees and for their compliance with all of the terms and conditions of this Agreement as if they were Service Provider’s own employees. At Service Recipient’s written request, Service Provider shall use commercially reasonable efforts to (x) cause such Permitted Subcontractor to submit during regular business hours to an audit or examination by Service Recipient or any Governmental Entities having jurisdiction over Service Recipient and (y) terminate or suspend Service Provider’s future use of such subcontractor in connection this Agreement. Nothing contained in this Agreement shall create any contractual relationship between Service Recipient and any Service Provider subcontractor or supplier.