Subcontracting clause samples

C. Assignment and Subcontracting. Service Provider acknowledges that it may not, and agrees that it shall not (i)assign or otherwise transfer this Agreement, or (ii)subcontract or delegate any of Service Provider’s obligations under this Agreement in whole or in part without the prior written consent of Airline in each instance, which consent may be withheld in Airline’s sole discretion. No subcontracting, even if approved by Airline, shall (a)release Service Provider from its responsibility for its obligations under this Agreement, in whole or in part; (b)diminish or limit to any extent Service Provider’s obligation to Airline, or (c)create a contractual relationship between Airline and any subcontractor.

1.Consent to Subcontracting. AWA, subject to the performance of the terms and conditions of this Amendment, hereby consents to Mesa subcontracting the performance of the Flight Services, Other Services and other related obligations under the Code Share Agreement, which are to be performed by Mesa using the CRJ 700 Subfleet (collectively, the “CRJ 700 Services”), to Freedom. As a condition to such consent, Freedom shall at all times during the term of the Code Share Agreement remain a wholly owned subsidiary of MAG.

5. Termination of Consent to Subcontracting. AWA and the Mesa Group agree that AWA’s consent to subcontracting granted to both Freedom and AM pursuant to the Code Share Agreement is terminated, except as set forth in Section6 below. Notwithstanding the preceding sentence, (i)Freedom’s assumption relating to the CRJ 700 Services (as set forth in Section2 of the Second Amendment) and relating to the CRJ 900 Services (as set forth in Section2 of the Third Amendment) shall remain in effect for all CRJ 700 Services and CRJ 900 Services previously provided by Freedom pursuant to the Code Share Agreement and (ii)AM’s assumption relating to the AM Services shall remain in effect for all AM Services previously provided by AM pursuant to the Code Share Agreement. AM confirms and acknowledges that for all AM Services previously provided by AM pursuant to the Code Share Agreement, AM assumed and agreed to be bound by all of the liabilities, obligations, and duties of Mesa applicable to the AM Services. Nothing in this Section5 shall prohibit Mesa, after the Effective Date of this Fifth Amendment, from seeking AWA’s consent for the Subcontracting of Services pursuant to Section2.1 of the Code Share Agreement.

This solicitation includes FAR 52.219-14 Limitations on Subcontracting. Accordingly, any contract resulting from this solicitation will include this clause. The contractor is advised in performing contract administration functions, the CO may use the services of a support contractor(s) retained by VA to assist in assessing the contractor’s compliance with the limitations on subcontracting or percentage of work performance requirements specified in the clause. To that end, the support contractor(s) may require access to contractor’s offices where the contractor’s business records or other proprietary data are retained and to review such business records regarding the contractor’s compliance with this requirement. All support contractors conducting this review on behalf of VA will be required to sign an “Information Protection and Non-Disclosure and Disclosure of Conflicts of Interest Agreement” to ensure the contractor’s business records or other proprietary data reviewed or obtained in the course of assisting the CO in assessing the contractor for compliance are protected to ensure information or data is not improperly disclosed or other impropriety occurs. Furthermore, if VA determines any services the support contractor(s) will perform in assessing compliance are advisory and assistance services as defined in FAR 2.101, Definitions, the support contractor(s) must also enter into an agreement with the contractor to protect proprietary information as required by FAR 9.505-4, obtaining access to proprietary information, paragraph (b). The contractor is required to cooperate fully and make available any records as may be required to enable the CO to assess the contractor’s compliance with the limitations on subcontracting or percentage of work performance requirement.

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein necessary to fulfill the Contractor’s obligations to the Government under this contract. If a subcontractor refuses to accept terms affording the Government those rights, the Contractor shall promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract award without authorization in writing from the Contracting Officer.

2.5 Subcontracting. Notwithstanding Section2.3, ZAI shall have the right to engage Subcontractors to perform Development and manufacturing activities hereunder, without the prior written consent of TESARO, subject to the provisions of this Section2.5. ZAI shall enter into an appropriate written agreement with any subcontractor such that (i)such contractor shall be bound by provisions that are consistent with all applicable provisions of this Agreement to the same extent as ZAI, (ii)any such contractor to whom ZAI discloses Confidential Information of TESARO shall enter into an appropriate written agreement obligating such contractor to be bound by obligations of confidentiality and restrictions on use of such TESARO Confidential Information that are no less restrictive than the obligations in this Agreement, and (iii)such contractor agrees to assign or license (with the right to grant sublicenses) to ZAI any inventions related to the Licensed Compound or Licensed Product(s) (and any Patent covering such inventions) made by such contractor in performing such Development or manufacturing work for ZAI. ZAI shall not use as a Subcontractor any Third Party identified by TESARO to ZAI in writing, as a prohibited Subcontractor, provided that if ZAI obtains TESARO’s written approval to engage any particular Subcontractor(s), then TESARO shall not have the right to subsequently designate such Subcontractor(s) as prohibited Subcontractor(s).

5.9 Subcontracting. ZAI shall have the right to select subcontractors to perform Development activities hereunder, subject to BMS’ prior written approval, not to be unreasonably conditioned, withheld or delayed. Any such subcontractor that is approved by BMS in writing shall be deemed an “Approved Contractor” hereunder. As of the Effective Date, BMS has approved the subcontractors listed on Schedule 5.9 attached hereto. ZAI shall enter into an appropriate written agreement with any Approved Contractor such that (i)the Approved Contractor shall be bound by provisions that are consistent with all applicable provisions of this Agreement to the same extent as ZAI, (ii) BMS’ rights under this Agreement are not adversely effected, (iii)any such Approved Contractor to whom ZAI discloses Confidential Information of BMS shall enter into an appropriate written agreement obligating such Approved Contractor to be bound by obligations of confidentiality and restrictions on use of such BMS Confidential Information that are no less restrictive than the obligations in this Agreement, and (iv)such Approved Contractor agrees to assign or license (with the right to grant sublicenses) to ZAI any inventions related to the Licensed Compound or Licensed Product(s) (and any Patent covering such inventions) made by such Approved Contractor in performing such services for ZAI. ZAI shall have the right to grant a limited sublicense to such Approved Contractor under the license granted by BMS to ZAI under Section2.1(a) solely for the Approved Contractor to perform the Development activities subcontracted to such Approved Contractor. Notwithstanding the foregoing, ZAI shall at all times be responsible for the performance of such Approved Contractor with respect to the Development activities subcontracted hereunder.

3.5 Subcontracting. Licensee may subcontract the exercise of its rights and the performance of its obligations under this Article 3; provided that (a)Licensee shall oversee the performance by its subcontractors of the subcontracted activities in a manner that would be reasonably expected to result in their timely and successful completion and shall remain responsible for the performance of such activities in accordance with this Agreement and the Development Plan and (b)any agreement pursuant to which Licensee engages a subcontractor must (i)be consistent with this Agreement and (ii)contain terms obligating such subcontractor to: (A)comply with confidentiality provisions that are at least as restrictive as those set forth in Article 9 (provided that, the duration of such obligations shall extend at least during the term of such agreement and [*] thereafter); and (B)provide Licensee with ownership of all Inventions and Information (including all data, know-how, inventions, Regulatory Documentation and Regulatory Approvals) generated by such subcontractor under such agreement that are related to Licensed Product and are necessary or reasonably useful to Exploit Licensed Product, to enable Licensee to grant the rights granted to Sanofi hereunder, including Sanofi’s rights under Section12.7.

The Contractor shall not divide the whole Project into parts for subcontracting. The Contractor shall prohibit the Subcontractor from subcontracting any part of the subcontracted project again.

2.7Permitted Subcontracting.The license granted by Gladstone in Section 2.1 includes the right to engage in Permitted Subcontracting, as defined herein.“Permitted Subcontracting” shall include the grant by Licensee, its Affiliate, or Sublicensee of rights under this Agreement to (i) third parties contractually bound to Licensee, an Affiliate or Sublicensee for the sole purpose of marketing or promoting a Licensed Product, (ii) third party contract research organizations contractually bound to Licensee, an Affiliate or Sublicensee with no other rights under Licensed Patents other than to perform research and development on behalf of Licensee, an Affiliate or Sublicensee; and (iii) third party contract manufacturing organizations contractually bound to Licensee, an Affiliate or Sublicensee with no other rights under Licensed Patents than to manufacture on behalf of Licensee, an Affiliate or Sublicensee.For clarity, Permitted Subcontracting is not considered sublicensing of rights under this Agreement.Licensee shall (and shall cause its Affiliates and Sublicensees, as the case may be) to incorporate terms and conditions into its agreement for Permitted Subcontracting that are sufficient to enable Licensee to comply with this Agreement, and Licensee shall ensure that all such agreements do not conflict with the terms and conditions of this Agreement.

2.2.3Subcontracting. Subject to and without limiting Section 5.2 (Sublicensing by ONO) and Section 5.4 (License or Sublicense [***] in the FATE Territory), each Party may fulfill its Research, Development and Commercialization obligations under this Agreement through subcontracting to a Third Party contractor or contract service organization; provided that: (a) such subcontracting by a Party shall not adversely affect its ability to fulfill its obligations under this Agreement or the rights of the other Party under this Agreement; (b) any such Third Party contractor to whom such Party discloses Confidential Information shall enter into an appropriate written agreement obligating such Third Party contractor to be bound by obligations of confidentiality and restrictions on use of such Confidential Information that are no less restrictive than the obligations in Article 8 (Confidentiality); (c) such Party will obligate such Third Party contractor to agree in writing to assign or license (with the right to grant sublicenses) to such Party any inventions (and Patents covering such inventions) made by such Third Party contractor in performing such services for such Party that are necessary for the Research, Development and Commercialization of Collaboration Candidates or Collaboration Products, as applicable, and (d) such Party shall at all times be responsible for the performance of such Third Party contractor and shall remain primarily responsible to the other Party for the fulfillment of its obligations under this Agreement even after such obligations are subcontracted to such Third Party contractor.

(c) Subcontracting. With the exception of non-Product specific subcontractors for which Talis does not need to provide written consent, thX covenants and agrees that it shall not utilize any subcontractors (other than its Affiliates) to perform any of its duties and obligations hereunder without first obtaining the prior written consent of Talis, which consent shall not be unreasonably withheld. thX covenants, acknowledges and agrees that it shall be responsible for all acts and omissions of approved subcontractors or Affiliates hereunder.

So, Ranga has covered most of it. Subcontracting as a percentage of revenues we are trying to keep it in control, you have seen it in the past few quarters. Subcontracting is actually not bad if you do it very strategically, there are clients who want us to take over their contractors and over a period of time phase them out and get our employees in. An opportunity of that kind. I think we should jump in and do it because it is a value add to the client, it is a value add to Infosys. There are clients where we see very specialized skills and we by design do not want to build those skills, say hypothetically, we could get in there, or the clients where we see a spike in demand and use them. If we use it for these purposes, I think it is fairly okay, if you use it in a very inefficient way where you are not planning your demand well, you are not planning your talent well, then it is not good. But I do not see that going away, strategically it is good and healthy as long as you keep it as a percentage of your revenues and keep it in control. But then thereafter you have to look at the reasons why you are doing subcontracting and have them in control, that I think is the essence of subcontracting. We have started recruiting a few of our subcontractors into our roles and wherever we found them to be suitable in the Infosys context, that has been very successful in the past few quarters, so that has been a way of controlling. Margins on subcontractors is very important as well, if the margins are healthy enough you should still do it, provided it is a short-term fix.