or transfer its obligations
under its agreement with the Distributor without the written consent of CBKC,
and (vii) such other provisions as are necessary and appropriate to require the
Mission Critical Third Party to comply with any provisions of this Agreement
that are applicable to the services provided by the Mission Critical Third
Party.
(c) Notwithstanding the use of any Mission Critical Third Party or Vendor,
Distributor shall be responsible for its obligations under this Agreement and
for any breach thereof by Distributor or any Mission Critical Third Party or
Vendor. Distributor will exercise and document management and oversight over its
Mission Critical Third Parties and Vendors, including, without limitation, to
ensure that the Mission Critical Third Parties and Vendors comply with the terms
of Distributor's contract with the Mission Critical Third Parties and Vendors.
Distributor will develop standards, policies, procedures, and monitoring
practices governing engagement of Mission Critical Third Parties and Vendors
that are consistent with FDIC Financial Institutions Letter 46-2008 and any
future updates. Distributor will provide written findings from such activities
relating to any Mission Critical Third Party to CBKC as they are completed and,
if requested by CBKC, written findings relating to any Vendor. Distributor will
be responsible for paying its Mission Critical Third Parties and Vendors.
Distributor hereby agrees and acknowledges that CBKC may contact any Mission
Critical Third Party or Vendor to determine whether Distributor is in compliance
with and has performed its obligations under the agreement between Distributor
and the Mission Critical Third Party.
(d) Distributor may retain the services of one or more Vendors to perform some
or all of the Distributor Services, provided, that, in the performance of such
Distributor Services, each such Vendor complies with Applicable Law and the
provisions of this Agreement of this Agreement that are applicable to such
Distributor Services, the responsibility for which shall be borne by
Distributor. Distributor shall promptly provide CBKC with all information
requested by CBKC as part of CBKC's due diligence and/or periodic review of any
existing or prospective Vendor. CBKC may choose to use Distributor's due
diligence materials in whole or in part and/or may choose to conduct its own due
diligence with respect to any such Vendor.
Section 4.7 Ongoing Oversight. Distributor understands that Applicable Law sets
forth specific requirements on the part of CBKC and Marketer to oversee on an
ongoing basis and periodically audit Persons involved in the Program(s),
including but not limited to, Distributor and its Mission Critical Third
Parties. Distributor agrees to cooperate with audits commenced by Marketer or
CBKC, as well as requests for information by Marketer or CBKC pursuant to this
requirement, including (but not limited to) providing periodic financial
reports, independent audits, quality assurance reviews, and policies and
procedures. Furthermore, all contracts between Distributor and Mission Critical
Third Parties shall stipulate adherence to this same requirement on the part of
the Mission Critical Third Parties. Distributor or CBKC may perform periodic
site certifications reasonably satisfactory to CBKC and Marketer of Distributor
in order