Right to subcontract clause samples

(f) No Right to Subcontract. Consultant shall not have the right to subcontract any Services to be provided by it hereunder without the express prior written consent of Client, which may be withheld in Client’s sole discretion.

2.1.4 Right to Subcontract. Calico shall have the right to subcontract its work to be performed under this Agreement without the approval of C4T. C4T shall have the right to subcontract work to be performed under this Agreement with the prior written approval of Calico, which shall not be unreasonably withheld or delayed. In each case, each Party will remain responsible to the other Party for the performance of such contracted work. C4T shall provide Calico with written notice in advance of the initiation of the subcontract. Further, the Party subcontracting the work must obtain a contract of confidentiality from the subcontractor in advance of initiation of work, which includes at least the terms of confidentiality required under this Agreement.

(a) AnaptysBio Right to Subcontract. Subject to the terms of this Agreement, AnaptysBio shall have the right to engage Affiliates or Subcontractors to perform certain of its obligations under the Discovery Plans; provided, that with respect to each subcontract: (i)AnaptysBio shall notify TESARO in writing (on a confidential basis) in advance (including a description of the activity(ies) to be subcontracted, the identity of the Subcontractor and the countries involved); (ii)AnaptysBio shall ensure that each of its Subcontractors accepts and complies with all applicable terms and conditions of this Agreement, and AnaptysBio shall remain responsible for the performance of its Subcontractors hereunder; (iii)no subcontract shall contain any royalty bearing licenses or any milestone payment obligations, in each case, payable by AnaptysBio, without the prior written consent of TESARO; and (iv)any such subcontract shall (A)be in writing, (B)be subject and subordinate to the terms and conditions of this Agreement, (C)contain terms and conditions which are consistent with the terms and conditions of this Agreement, (D)not in any way diminish, reduce or eliminate any of AnaptysBio’s obligations under this Agreement, (E)impose on the Subcontractor all applicable obligations under the terms of this Agreement, including the reporting, audit, inspection and confidentiality provisions hereunder, as well as a provision prohibiting such Subcontractor from further sublicensing or subcontracting, and (F)use reasonable efforts to cause such subcontract to be assignable to TESARO without consent of the Subcontractor. Notwithstanding the foregoing, approval of the JSC will be required if AnaptysBio desires to engage a Subcontractor to perform work related to chemistry, manufacturing and controls.

(b)Right to Subcontract. Subject to the terms and conditions of this Agreement, Licensee shall have the right to subcontract its activities with respect to any Licensed Product to its Affiliates, contractors and any other Third Party.

Right to Subcontract. Subject to Section 2.2.1 (Right to Sublicense), Section 2.2.4 (Terms of Sublicenses and Subcontracting Agreements), and Section 2.2.6 (Responsibility for Sublicensees and Subcontractors) and the remainder of this Section 2.2.2 (Right to Subcontract), each Party may engage one or more Subcontractors to perform services in furtherance of the performance of its obligations under this Agreement; provided that (a)neither Party will engage any such Subcontractor that has been Debarred/Excluded; and (b) no engagement of any such Subcontractors will relieve the engaging Party of its obligations under this Agreement or any liability hereunder. If Partner proposes to engage a CMO to Manufacture any Licensed Product, then Partner will notify uniQure in advance of the identity of such CMO and the activities that Partner proposes such CMO will perform and Partner will consider in good faith any comments of uniQure prior to engaging such CMO, the engagement of which CMO will not require uniQure’s consent, except as set forth in Section 2.2.1 (Right to Sublicense).

(c) Right to Subcontract. LICENSEE may exercise its rights under Section2.1(a)(i) through one or more Third Party subcontractors, provided that any such Third Party subcontractor having direct access to any ATX Mice shall be subject to the prior written approval by ATX, further provided that: (i)such Third Party subcontractor is bound by written obligations of confidentiality and non-use as restrictive as those set forth in this Agreement; and (ii)LICENSEE remains liable for any act or omission of such Third Party subcontractor to the same extent as if LICENSEE had performed such act or made such omission hereunder.