Common use of Use of Third Parties Clause in Contracts

Use of Third Parties. (a) The parties agree that the Delegating Party and/or the Reporting Party may utilise the services of a Third Party Service Provider to facilitate the provision, processing or submission of Relevant Data or other performance by the Delegating Party or the Reporting Party of its obligations under this Agreement (including but not limited to any service, platform, system, interface or other technology developed by any such Third Party Service Provider for such purpose). If the Reporting Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party with the information of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Provider. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure that the Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service Provider. (c) Where both the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party may require in order for the Delegating Party to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.

Use of Third Parties. Each Party shall be entitled to utilize the services of Third Parties to perform its activities hereunder; provided that [*] that are identified in [*] or [*] expand [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. the scope of activities being performed [*]. Notwithstanding the foregoing, each Party shall remain at all times responsible for the performance of its responsibilities under this Agreement, and shall ensure compliance with the applicable terms of this Agreement by any such Third Party, including (a) The parties agree that such Third Party’s employees involved in performing activities hereunder shall comply with the Delegating confidentiality provisions of this Agreement, (b) that such Third Party and/or (including the Reporting employees of such Third Party) shall be obligated to assign any rights they may have in any Know-How and Patent Rights resulting from such activities in accordance with Section 7.2, and (c) that such Third Party may utilise shall comply with the terms of this Agreement applicable to the subcontracted activities, including Sections 2.3, 2.5 and 2.10. In addition, each Party hereby certifies that it has not retained or otherwise used in any capacity a Third Party, and will not retain or otherwise use in any capacity, the services of a any Third Party Service Provider to facilitate suspended, proposed for debarment or debarred under United States law, including 21 USC 335a, or any foreign equivalent thereof, in performing any portion of the provision, processing or submission of Relevant Data or other performance by the Delegating Party or the Reporting Party of its obligations activities under this Agreement (including but not limited activities under the NewLink Funding Agreements). Each Party shall notify the other in writing immediately if any such suspension, proposed debarment or debarment occurs or comes to its attention, and shall, with respect to any serviceThird Party or entity so suspended, platformproposed for debarment or debarred promptly remove such Third Party or entity from performing any activities, system, interface function or other technology developed capacity under this Agreement (including activities under the NewLink Funding Agreements). Each Party shall oversee the performance by any such Third Party Service Provider Parties it utilizes, and shall remain responsible for the performance of such purposeactivities in accordance with this Agreement (including activities under the NewLink Funding Agreements). If the Reporting Each Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party with the information of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Provider. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure hereby expressly waives any requirement that the Third other Party Service Provider shall comply with exhaust any right, power or remedy, or proceed against any subcontractor for any obligation or performance hereunder, prior to proceeding directly against the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to Party engaging the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service Providersubcontractor. (c) Where both the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party may require in order for the Delegating Party to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.

Use of Third Parties. (a) The parties agree that the Delegating Party and/or the Reporting Party may utilise the services of a Third Party Service Provider Subject to facilitate the provision, processing or submission of Relevant Data or other performance by the Delegating Party or the Reporting Party of its obligations under this Agreement (including but not limited to any service, platform, system, interface or other technology developed by any such Third Party Service Provider for such purpose). If the Reporting Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party with the information of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Provider. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure that the Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 4.5 regarding Dependent Services, Ascension Health or the Eligible Recipients may elect to solicit and receive bids from third parties to perform any New Services. If Ascension Health or another Eligible Recipient elects to use third parties to perform New Services, (Indemnityi) such New Services shall not be deemed “Services” under the provisions of these Delegated Reporting Provisions this Agreement, (ii) Supplier shall cooperate with such Third Party Contractors as provided in this Agreement, including in Section 4.5, and Section 1 (Confidentiality Waiveriii) Supplier shall have no responsibility for the performance of the General Provisions applynew services of such Third Party Contractors. If an Eligible Recipient, they shall extend receiving Services pursuant to a Supplement, acquires a new hospital that is performing revenue cycle services using its own employees and/or subcontractors, such hospital may continue to perform such revenue cycle services for itself or it may elect to have Supplier provide the Services pursuant to such existing Supplement. If such Eligible Recipient acquires a new hospital that is currently receiving revenue cycle services provided from a Third Party Contractor, such hospital may continue receiving such services from the existing Third Party Contractor, until the earlier of (i) the expiration or termination of such agreement, without any termination fee or expenses, and (ii) the time that is mutually agreed upon by the Third Party Service Provider. parties. Supplier may elect to have such hospital terminate such existing contract and commence receiving Services under the applicable Supplement that has been executed by the Eligible Recipient, if the Eligible Recipient has a termination right and if Supplier pays for any and all termination charges for which such hospital or Eligible Recipient is responsible that may be applicable for terminating such contract. If an Eligible Recipient, receiving Services pursuant to a Supplement, sells or divests a hospital or other recipient of Services, such hospital or recipient may either (c1) Where both continue receiving Services from Supplier for up to one (1) year after the Delegating Party and closing of such sale under the Reporting Party existing Supplement, after which time it must renegotiate new terms with Supplier in order to continue receiving Services (and/or a Reporting Party Affiliateotherwise its right to receive Services under this Agreement shall expire, subject to its receipt of Disengagement Services, pursuant to Section 20.7), or (2) choose to cease the provision of Services by Supplier as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any closing date of the Required Details sale or divestiture, subject to a Relevant Trade Repositoryits receipt of Disengagement Services, pursuant to Section 20.7. The Eligible Recipient shall continue to receive Services for any other hospitals or recipients who are receiving Services which are not the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all subject of such documents and do all such other acts and things as the Platform divestiture or the Reporting Party may require in order for the Delegating Party to use that servicesale. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.ASCENSION HEALTH CONFIDENTIAL MPSA Page 6

Use of Third Parties. (ai) THIRD PARTIES USED TO PROVIDE THE SERVICES. Either Party may perform its obligations herein through its Subsidiaries or through agents, suppliers, subcontractors or independent contractors of such Party, or of its Subsidiaries; provided, that each such agent, supplier, subcontractor or independent contractor (and the individual employees of such Persons) used by a Party shall be subject to the reasonable prior approval of the other Party. The parties agree Parties hereby approve the use of any of the suppliers listed in SCHEDULE E; provided, however, that each Party reserves the right to reasonably approve or reject individual employees of such suppliers. In addition, if in connection with the provision of Services or Materials a Party uses any agent, supplier, subcontractor or independent contractor who has been fired, dismissed or relieved of its obligations by the other Party or its Subsidiary due to poor performance or other cause, the other Party shall be entitled to cause the hiring Party to promptly remove and replace such agent, supplier subcontractor or independent contractor. (ii) THIRD PARTIES USED FOR MATTERS OUTSIDE THE SCOPE OF THE SERVICES. Each Party shall also have the right to engage agents, suppliers, subcontractors or independent contractors to provide services that are outside the scope of the Services, provided that such Third Parties will not, either individually or in connection with one or more other agents, suppliers, subcontractors or independent contractors (including the Third Parties described in SECTION 2(h)(i)) materially adversely affect the Services without the other Party's reasonable consent; and further, provided that the Delegating engaging Party and/or shall be solely responsible for all such agents, suppliers, subcontractors or independent contractors. (iii) TERMS APPLICABLE TO ALL THIRD PARTIES USED BY A PARTY. Each Party shall cooperate with and work in good faith with the Reporting Party may utilise the services of a Third Party Service Provider to facilitate the provisionagents, processing or submission of Relevant Data or other performance suppliers, subcontractors and independent contractors engaged by the Delegating other Party in connection herewith or in connection with related services that require the Reporting cooperation of such Party. Such cooperation may include providing reasonable access to the facilities, systems, equipment and/or software required by the other Party to provide the Services or such related services, solely to the extent necessary for such agents, suppliers, subcontractors and independent contractors to perform the work assigned to them. The engaging Party shall cause all such agents, suppliers, subcontractors and independent contractors to comply with the other Party's security and confidentiality requirements. Notwithstanding anything in this Agreement to the contrary, a Party shall not be relieved of its obligations under this Agreement (including but not limited to by use of any serviceSubsidiaries, platformagents, systemsuppliers, interface subcontractors or other technology developed by any such Third Party Service Provider for such purpose). If the Reporting Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party with the information of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Providerindependent contractors. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure that the Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service Provider. (c) Where both the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party may require in order for the Delegating Party to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.

Use of Third Parties. (a) The parties agree that the Delegating Party and/or the Reporting Party HSBC may utilise the services of a Third Party Service Provider to facilitate the provision, processing or submission of Relevant Data or other performance by the Delegating Party or the Reporting Party HSBC of its obligations under this Agreement (including but not limited to any service, platform, system, interface or other technology developed by any such Third Party Service Provider for such purpose). If the Reporting Party HSBC appoints a Third Party Service Provider, it will, upon request, provide will notify the Delegating Party with the information Counterparty of such appointment as soon as reasonably practicable. Where the Reporting Party HSBC has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Provider. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure that the provisions of Section 11 (Confidentiality Waiver) apply in respect of such Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that such Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service ProviderProvider was HSBC. (c) Where both the Delegating Party Counterparty and the Reporting Party HSBC (and/or a Reporting Party an Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party Counterparty and the Reporting Party HSBC (and/or a Reporting Party an Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party HSBC may require the Delegating PartyCounterparty, and the Delegating Party Counterparty agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party HSBC may require in order for the Delegating Party Counterparty to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party Counterparty and the Reporting Party HSBC (and/or a Reporting Party an Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party HSBC may require the Delegating Party Counterparty to use certain reporting systemsReporting Systems.

Use of Third Parties. (a) The parties agree 13.1 We are hereby authorised to appoint Delegates to perform any of the Services under this Agreement. We will maintain an appropriate level of supervision over Delegates and make appropriate enquiries from time to time to confirm that the Delegating obligations of the Delegates continue to be competently discharged. We shall act in accordance with the Standard of Care in the selection, use, monitoring and continued appointment of any Delegate in relation to this Agreement, unless Instructed to select and use a specific Delegate in which case we shall have no responsibility for the selection, use, monitoring and continued appointment of such Delegate. 13.2 We and our Delegates and Affiliates may use Third Parties to perform any services that may be necessary or desirable to assist or enable us andƒor Delegate to perform the Services under this Agreement. We and our Delegates and Affiliates shall act in accordance with the Standard of Care in the selection, use and appointment of any Third Parties (unless Instructed to select and use a specific Third Party and/or in which case we shall have no responsibility for the Reporting Party selection, use and continued appointment of such Third Party). Mainspring shall provide the Manager, upon request, with notice of the Third Parties appointed. 13.3 Securities deposited with Clearance Systems hereunder will be subject to the laws, rules, statements of principle and practices of such Clearance Systems. We may utilise deposit or arrange the deposit of Securities with any Clearance System as required by law, regulation or best market practice. 13.4 We will not deposit Cash and Securities held on your behalf with a Sub−Custodian in a third country, for the account of another person, which does not regulate the holding and safekeeping of Cash and Securities except as permitted under the FCA Rules. Any such appointment of a Sub−Custodian will require such Sub−Custodian to comply with such FCA Rules in the event it delegates any of its functions concerning the holding and safekeeping of the Cash and Securities to another third party. 13.5 We will take necessary steps to ensure that your Cash and Securities deposited with a Sub−Custodian will be identifiable separately from our applicable assets and the Sub−Custodian. 13.6 You confirm that if permitted by applicable law, and required by the investing strategy of the Manager which requires us to appoint a Sub− Custodian, your Cash and Securities may be held in an omnibus account by a Sub−Custodian. 13.7 You acknowledge that where a Sub−Custodian is required and has been appointed, it may not be possible under applicable law for your Cash and Securities to be separately identifiable when held with a Sub−Custodian. 13.8 In the event that the Manager’s investing strategy results in the requirement for us to appoint and use the services of a Third Party Service Provider Sub−Custodian, you acknowledge and accept that we may hold Cash and Securities belonging to facilitate the provision, processing or submission you in accounts that may be subject to laws of Relevant Data or a jurisdiction other performance by the Delegating Party or the Reporting Party than that of its obligations under this Agreement (including but not limited an EU member state. The rights you have relating to any service, platform, system, interface or other technology developed by any such Third Party Service Provider for such purpose). If the Reporting Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party with the information of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Provider, it will use reasonable care in the selection of the Third Party Service Providerthose Cash and Securities may differ accordingly. (b) Where the Third Party Service Provider is an HSBC Affiliate, the Reporting Party shall procure that the Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service Provider. (c) Where both the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party may require in order for the Delegating Party to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.

Use of Third Parties. Subject to the terms of this Agreement, each Party shall have the right to engage Affiliates or Third Party subcontractors to perform its obligations or exercise any of the rights under this Agreement; provided, however, that, except for the Third Party subcontractors set forth on Schedule 2.3, which subcontractors have been engaged by or behalf of Editas as of the Amendment Date, all such subcontractors utilized by Editas to conduct the Research Program shall be first discussed at the JSC. Any such Third Party subcontractor must have entered into a written agreement with such Party that includes terms and conditions in such written agreement: (a) The parties agree that protecting and limiting use and disclosure of Confidential Information comparable to the Delegating Party and/or requirements under this Agreement, including in accordance with, or on terms no less stringent than, ARTICLE 8; (b) unless otherwise mutually agreed by the Reporting Party may utilise Parties, requiring the services of a Third Party Service Provider subcontractor and its personnel to facilitate the provisionassign or irrevocably exclusively license to such Party all right, processing or submission of Relevant Data or other performance by the Delegating Party or the Reporting Party of its obligations under this Agreement (including but not limited title and interest in and to any serviceIP created, platformconceived, systemdiscovered, interface developed, generated, invented, made or reduced to practice in connection with performance of subcontracted activities that if such activities had been performed by such Party, would be subject to a license (or option for a license) granted by such Party to the other Party hereunder; provided, however, that such IP may exclude improvements to the specific proprietary platform technology of such Third Party subcontractor that are generally applicable to such Third Party subcontractor’s business to the extent not primarily related to, or primarily developed by with the use of, any Editas Background IP, Collaboration IP or Confidential Information of the other Party; and (c) obligating such Third Party subcontractor to comply with all applicable provisions of this Agreement, including Section 2.5 and Section 2.8; provided that, following discussion at the JSC, this clause (c) shall not apply with respect to those Third Party subcontractors set forth on Schedule 2.3, solely to the extent that such Third Party subcontractors are performing activities pursuant to agreements with Editas in effect as of the Amendment Date. Each Party shall ensure that any such Third Party Service Provider subcontractor shall meet the qualifications typically required by such Party for the performance of work similar in scope and complexity to the subcontracted activity and shall perform such purpose). If the Reporting Party appoints a Third Party Service Provider, it will, upon request, provide the Delegating Party work consistent with the information terms of such appointment as soon as reasonably practicable. Where the Reporting Party has discretion in selecting a Third Party Service Providerthis Agreement; provided, it will use reasonable care in the selection of the Third Party Service Provider. (b) Where the Third Party Service Provider is an HSBC Affiliatehowever, the Reporting that each Party shall procure that the Third Party Service Provider shall comply with the requirements set out in Section 7(a) of these Delegated Reporting Provisions as if references therein to the Reporting Party are to that Third Party Service Provider; further, provided that the remaining provisions of Section 7 (Liability) and the provisions of Section 9 (Indemnity) of these Delegated Reporting Provisions and Section 1 (Confidentiality Waiver) of the General Provisions apply, they shall extend to the services provided by the Third Party Service Providerremain at all times fully liable for its responsibilities under this Agreement. (c) Where both the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) use the same Platform and where the operator of that Platform provides a service under which it will report on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) any of the Required Details to a Relevant Trade Repository, the Reporting Party may require the Delegating Party, and the Delegating Party agrees, to use that service to report those details, and to sign all such documents and do all such other acts and things as the Platform or the Reporting Party may require in order for the Delegating Party to use that service. All the Required Details that a Platform undertakes to report to a Relevant Trade Repository on behalf of the Delegating Party and the Reporting Party (and/or a Reporting Party Affiliate, as applicable) do not form part of the Relevant Data. (d) In accordance with the Procedures Manual, the Reporting Party may require the Delegating Party to use certain reporting systems.