Common use of To Third Parties Clause in Contracts

To Third Parties. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing, except as follows: (1) Prior to any subcontractor performing any such services for StarTek under this Agreement, StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should StarTek fail to timely do so; that Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (A) comply with the applicable obligations identical to those imposed on StarTek under Sections 2, 4(b), 6(a), 7(a)(1), 8, 9, 10(c), 11, 12, 15(k), 15(l) and Exhibit A of this Agreement, and (B) halt reproduction of Product(s) as required under this Agreement or upon notice from StarTek or Microsoft of the termination or expiration of this Agreement, and (C) pay Microsoft's attorneys' fees if Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on StarTek by this Agreement; and (3) StarTek shall indemnify, defend and hold Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on StarTek by this Agreement, including, but not limited to, StarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 5 of this Agreement; and

To Third Parties. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to ManufacturingManufacturing and Supply and Services, except as follows: (1) Prior to any subcontractor performing any such services for StarTek under this Agreement, StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should StarTek fail to timely do so; that Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (A) comply with the applicable obligations identical to those imposed on StarTek under Sections 2, 4(b5(b), 6(a7(a), 7(a)(18(a)(1), 8, 9, 10(c10, 11(c), 11, 12, 15(k13, 16(k), 15(l16(l) and Exhibit Exhibits A and B of this Agreement, and (B) halt reproduction of Product(s) as required under this Agreement or upon notice from StarTek or Microsoft of the termination or expiration of this Agreement, and (C) pay Microsoft's attorneys' fees if Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on StarTek by this Agreement; and (3) StarTek shall indemnify, defend and hold Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on StarTek by this Agreement, including, but not limited to, StarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 5 6 of this Agreement; and (5) Microsoft, in its reasonable discretion, will provide an approved CD and COA supplier list as seen in Exhibit F which may be updated by Microsoft from time to time. If a supplier used by StarTek as a subcontractor is removed from such list by Microsoft, Microsoft acknowledges that StarTek may not be able to immediately discontinue use of subcontractor. In such case, subject to other rights and obligations of enforcement as set forth in the Agreement, Microsoft and StarTek will mutually agree to a transition plan.

To Third Parties. StarTek shall not subcontract any of its rights or obligations under this Agreement, with respect to ManufacturingManufacturing and Supply and Services, except as follows: (1) Prior to any subcontractor performing any such services for StarTek under this Agreement, StarTek and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that Microsoft is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should StarTek fail to timely do so; that Microsoft, at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (A) comply with the applicable obligations identical to those imposed on StarTek under Sections 2, 4(b5(b), 6(a7(a), 7(a)(18(a)(1), 8, 9, 10(c10, 11(c), 11, 12, 15(k13, 16(k), 15(l16(1) and Exhibit Exhibits A and B of this Agreement, and (B) halt reproduction of Product(s) as required under this Agreement or upon notice from StarTek or Microsoft of the termination or expiration of this Agreement, and (C) pay Microsoft's attorneys' fees if Microsoft employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) StarTek guarantees its subcontractor's fulfillment of the applicable obligations imposed on StarTek by this Agreement; and (3) StarTek shall indemnify, defend and hold Microsoft harmless for all damages and/or costs of any kind, including without limitation, those incurred by Microsoft and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on StarTek by this Agreement, including, but not limited to, StarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 5 6 of this Agreement; and (5) Microsoft, in its reasonable discretion, will provide an approved CD and COA supplier list as seen in Exhibit F which may be updated by Microsoft from time to

To Third Parties. StarTek Mentor Media shall not subcontract any of its rights or obligations under this Agreement, with respect to Manufacturing, except as follows: (1) Prior to any subcontractor performing any such services for StarTek Mentor Media under this Agreement, StarTek Mentor Media and its subcontractor shall enter into a written agreement ("Subcontractor Agreement") that expressly provides that Microsoft StarTek Pacific is a third party beneficiary of the Subcontractor Agreement with rights to enforce such agreement should StarTek Mentor Media fail to timely do so; that Microsoft, StarTek Pacific at its sole discretion, reserves the right to evaluate the Subcontractor, either in person or in written form; and further that requires Subcontractor to: (Aa) comply with the applicable obligations identical to those imposed on StarTek Mentor Media under Sections 2, 4(b), 6(a), 7(a)(1), 8, 9, 10(c8,9,10(c),11,12,15(k), 11, 12, 15(k), 15(l) and 15(l)and Exhibit A of this Agreement, and (Bb) halt reproduction of Product(s) as required under this Agreement or upon notice from Mentor Media or StarTek or Microsoft Pacific of the termination or expiration of this Agreement, and (Cc) pay MicrosoftStarTek Pacific's attorneys' fees if Microsoft StarTek Pacific employs attorneys to enforce any rights arising out of the Subcontractor Agreement; and (2) StarTek Mentor Media guarantees its subcontractor's fulfillment of the applicable obligations imposed on StarTek Mentor Media by this Agreement; and (3) StarTek Mentor Media shall indemnify, defend and hold Microsoft StarTek Pacific harmless for all damages and/or costs of any kind, including without limitation, those incurred by Microsoft StarTek Pacific and caused by a breach of the Subcontractor Agreement by a subcontractor and/or subcontractor's failure to fulfill of the applicable obligations imposed on StarTek Mentor Media by this Agreement, including, but not limited to, StarTek's payment of any monetary judgments awarded to Microsoft by a court of competent jurisdiction and any costs and fees relating thereto, not paid by subcontractor, resulting from subcontractor's unauthorized replication and/or distribution of Product(s) in accordance with the Subcontractor Agreement; and (4) Upon execution of this Agreement and thereafter prior to a subcontractor performing any services under this Agreement, StarTek shall provide Microsoft with a written certification, signed by a StarTek officer, representing and warranting that StarTek is in compliance with the provisions of Section 5 of this Agreement; andMentor