USE OF SUPPLIERS Sample Clauses

The 'Use of Suppliers' clause defines the conditions under which a party may engage third-party suppliers to fulfill its obligations under the agreement. Typically, this clause outlines whether prior consent is required before subcontracting, sets standards for supplier performance, and may require the primary party to remain responsible for the suppliers' actions. Its core function is to ensure that the quality and accountability of services or goods are maintained, even when external suppliers are involved, thereby managing risk and clarifying responsibilities.
USE OF SUPPLIERS. Seller shall have the authority to utilize Suppliers as may be required to provide the Products and/or Services; provided, however, that: (i) Suppliers must be approved in advance by Buyer; (ii) Seller shall be responsible for all taxes, payroll deductions and similar items which may result from the retention of such Suppliers to assist in the performance of Seller’s obligations under the Agreement; (iii) Compensation for the Products and/or Services of said Suppliers shall be paid to Seller by Buyer on a pass- through basis and at no profit to Seller; (iv) Seller shall be responsible for issuing all relevant payments to Suppliers; (v) Seller shall remain responsible for the provision of the Products and/or Services by its Suppliers as if performed or to be performed by Seller; (vi) All relevant terms and conditions of the Agreement shall equally apply to such Suppliers. Accordingly, all references to “Seller” herein shall automatically include reference to Seller’s Suppliers; (vii) For the avoidance of doubt, Seller shall specifically and without limitation bind each of its Suppliers, by written contractual agreement, to all applicable portions of the Agreement, including, without limitation with regard to warranties, confidentiality, data privacy, indemnification, insurance, intellectual property, right of access and publicity; (viii) Seller shall be liable for the acts and omissions of its Suppliers; (ix) Seller shall conduct appropriate due diligence on each Supplier in accordance with relevant industry standards and the Agreement; and (x) The authorization contained in this Section 11 shall extend to Seller only and shall not be implied or interpreted as authorization from Buyer for Seller to permit Seller’s Suppliers to further subcontract. In fact, Seller shall be required to specifically prohibit its Suppliers from further subcontracting in relation to the Products and/or Services to be provided hereunder.
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Related to USE OF SUPPLIERS

  • Use of Sub-Contractors If the Applicant requires the use of a Sub-Contractor in order to adequately complete the Project, a collaboration letter, contract or agreement between the Applicant and the Sub-Contractor must be in place prior to the Applicant proceeding with any Milestone which requires assistance from the Sub-Contractor. Applicant shall: (a) identify the Sub-Contractor to Alberta Innovates; (b) provide a copy of such Sub- Contractor agreement to Alberta Innovates upon request, and on a strictly confidential basis; and (c) ensure that dealings with the Sub-Contractor are not prohibited under any Applicable Laws Including any Anti- Bribery, Anti-Corruption and Sanctions Laws or Export Control Laws. Alberta Innovates may request the Applicant to provide evidence that it has paid the Sub-Contractor for such services. If the Applicant is using a Sub-Contractor: (aa) nothing in this Investment Agreement creates any employment, contract, agency relationship, or other direct or indirect, relationship of any kind between Alberta Innovates and such Sub-Contractor; and (bb) the Applicant shall be solely responsible for all work, acts, claims, defaults and liabilities relating to the Sub-Contractor.

  • Use of sub-processors 1. The data processor shall meet the requirements specified in Article 28(2) and (4) GDPR in order to engage another processor (a sub-processor). 2. The data processor shall therefore not engage another processor (sub-processor) for the fulfilment of the Clauses without the prior general notification of the data controller. 3. The data processor has the data controller’s general authorisation for the engagement of sub-proces- sors. The data processor shall inform the data controller of any intended changes concerning the addi- tion or replacement of sub-processors at least 14 days in advance, thereby giving the data controller the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). Longer time periods of prior notice for specific sub-processing services can be provided in Appendix B. The list of sub-processors already authorised by the data controller can be found in Appendix B. 4. Where the data processor engages a sub-processor for carrying out specific processing activities on behalf of the data controller, the same data protection obligations as set out in the Clauses shall be imposed on that sub-processor by way of a contract or other legal act under EU or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that the processing will meet the requirements of the Clauses and the GDPR. The data processor shall therefore be responsible for requiring that the sub-processor at least complies with the obligations to which the data processor is subject pursuant to the Clauses and the GDPR. 5. A copy of such a sub-processor agreement and subsequent amendments shall – at the data controller’s request – be submitted to the data controller, thereby giving the data controller the opportunity to ensure that the same data protection obligations as set out in the Clauses are imposed on the sub-processor. Clauses on business related issues that do not affect the legal data protection content of the sub-pro- cessor agreement, shall not require submission to the data controller. 6. The data processor shall agree a third-party beneficiary clause with the sub-processor where – in the event of bankruptcy of the data processor – the data controller shall be a third-party beneficiary to the sub-processor agreement and shall have the right to enforce the agreement against the sub-processor engaged by the data processor, e.g., enabling the data controller to instruct the sub-processor to delete or return the personal data. 7. If the sub-processor does not fulfil his data protection obligations, the data processor shall remain fully liable to the data controller as regards the fulfilment of the obligations of the sub-processor. This does not affect the rights of the data subjects under the GDPR – in particular those foreseen in Articles 79 and 82 GDPR – against the data controller and the data processor, including the sub-processor.

  • Use of Subcontractors Nothing in this Appendix 2 shall prevent the Interconnection Parties from utilizing the services of subcontractors as they deem appropriate to perform their respective obligations hereunder, provided, however, that each Interconnection Party shall require its subcontractors to comply with all applicable terms and conditions of this Appendix 2 in providing such services.

  • Use of Subconsultants If Attachment B of an Approved Service Order authorizes the use of one or more subconsultants, then it will identify the name of each such subconsultant and the portion of Work each such subconsultant will perform. The Director’s prior written consent is required for the Consultant to remove, replace or add to the subconsultants identified in Attachment B.

  • Use of Logos The Company hereby consents to the use of its and its Subsidiaries’ logos in connection with the Debt Financing so long as such logos (i) are used solely in a manner that is not intended to or likely to harm or disparage the Company Group or the reputation or goodwill of the Company Group; (ii) are used solely in connection with a description of the Company, its business and products or the Merger; and (iii) are used in a manner consistent with the other terms and conditions that the Company reasonably imposes.