ORDERS.
WITHIN A REASONABLE PERIOD OF TIME
OF RECEIPT OF A CHANGE ORDER, THE PARTY RECEIVING SUCH CHANGE ORDER AS THE
SUPPLYING PARTY SHALL PROVIDE THE PURCHASING PARTY WITH A WRITTEN RESPONSE WHICH
SHALL DESCRIBE THE EFFECT OF THE CHANGE ORDER AND, IF APPROPRIATE, REASONABLY
ITEMIZE ANY REQUIRED ADDITIONAL EXPENSES OR INCREASE IN COMPENSATION, CHARGES
AND/OR OTHER CHANGES INCLUDING CHANGES TO THE DELIVERY SCHEDULE THAT WOULD BE
INVOLVED AS A RESULT OF IMPLEMENTING SUCH CHANGE ORDER ("ADDITIONAL CHARGES").
IF, AFTER RECEIPT OF THE RESPONSE, THE PURCHASING PARTY DESIRES TO PERFORM SUCH
CHANGE ORDER, THE PURCHASING PARTY SHALL PROVIDE THE SUPPLYING PARTY WITH
WRITTEN
8
CONFIRMATION THEREOF, UPON WHICH THE SUPPLYING PARTY MAY ISSUE ITS ACCEPTANCE OF
THE CHANGE ORDER, AS MODIFIED BY THE ADDITIONAL CHARGES.
8.3
CANCELLATION.
EACH OF THE PARTIES MAY AS THE PURCHASING PARTY,
WITHOUT CHARGE, CANCEL ITS ORDER UPON WRITTEN NOTICE TO THE OTHER PARTY AT ANY
TIME PRIOR TO THE COMMENCEMENT OF THE PERFORMANCE OF THE APPLICABLE SERVICES OR
PRIOR TO THE SUPPLYING PARTY'S REASONABLE PROCUREMENT OF MATERIALS OR ITEMS
SPECIFICALLY NEEDED TO FULFILL SUCH ORDER.
AFTER A PARTY COMMENCES PERFORMANCE
OF APPLICABLE SERVICES OR REASONABLY PROCURES MATERIALS OR ITEMS SPECIFICALLY
NEEDED TO FULFILL AN ORDER, THE PURCHASING PARTY MAY CANCEL SUCH ORDER UPON
WRITTEN NOTICE TO THE OTHER PARTY AND, IN THAT EVENT, IF THE SUPPLYING PARTY
DELIVERS ALL SUCH MATERIALS OR ITEMS (INCLUDING APPLICABLE DELIVERABLES AS
THEN-COMPLETED) TO THE PURCHASING PARTY THEN THE PURCHASING PARTY SHALL PAY
(A) THE SUPPLYING PARTY FOR SERVICES RENDERED BY SUPPLYING PARTY PRIOR TO THE
TERMINATION DATE (AS CALCULATED ON A PRO RATA BASIS BASED ON COMPLETION OF
DELIVERABLES AND PURSUANT TO AMOUNTS SPECIFIED IN SUCH ORDER), AND (B) THE
SUPPLYING PARTY'S REASONABLE OUT-OF-POCKET EXPENSES OF ITS PROCUREMENT OF
NECESSARY MATERIALS TO THE REASONABLE EXTENT THE SUPPLYING PARTY IS UNABLE TO
USE SUCH MATERIALS OR ITEMS FOR ANY OTHER ORDER OR FOR ANOTHER CUSTOMER.
ALL
SUCH COSTS AND EXPENSES WILL BE SET FORTH IN WRITTEN DOCUMENTATION AND PROVIDED
TO THE PURCHASING PARTY, ALONG WITH AN INVOICE, IN ACCORDANCE WITH THE
AGREEMENT.
9.
USE OF SUBCONTRACTORS.
Unless otherwise stated in an Ancillary Document, each Party shall not delegate
its obligations to Subcontractors in the performance of their obligations
without the consent of the other Party, which consent shall not be unreasonably
withheld or delayed.
Notwithstanding any of the foregoing, (a) each Party
shall remain fully and solely responsible and liable for proper performance of
all its obligations under the Agreement, and (b) each Party shall ensure that
its Subcontractors are informed of and agree in writing to comply with all
applicable terms and conditions of the Agreement, including any obligations of
confidentiality or assignment of Intellectual Property Rights.
Each Party shall
have the right to require the Supplying Party's Subcontractors execute any other
appropriate documentation prior to any use of such Subcontractor in providing
Services or Deliverables.
10.
SUPPORT AND MAINTENANCE SERVICES.
10.1
THIRD PARTY WARRANTY AND SUPPORT. TO THE EXTENT ANY WARRANTIES OF
THE SUPPLYING PARTY'S LICENSORS, VENDORS,