1E9Ct5D

2.3 Compliance With Laws. Provider shall comply with all applicable Laws as theyconcern this Agreement or the subject matter hereof, including by securing andmaintaining all required and appropriate visas, work permits, business licenses and otherdocumentation and clearances necessary for performance of the Services.2.4 Subcontracting. Provider shall not itself, and shall not permit any Person to,subcontract any Services, in whole or in part[, without Customer's prior written consent,which consent [shall not be unreasonably withheld or delayed/may be given or withheldin Customer's sole discretion]]. [ Without limiting the foregoing:(a) Provider shall ensure each Provider subcontractor (including anysubcontractor of a Provider subcontractor, each, a "Subcontractor") complies with allrelevant terms of this Agreement, including all provisions relating to Customer Data,Personal Information or other Confidential Information of Customer;(b) Customer's consent to any such Subcontractor shall not relieve Provider ofits representations, warranties or obligations under this Agreement;(c) Provider shall remain responsible and liable for any and all: (i) performancerequired hereunder, including the proper supervision, coordination and performance ofthe Services; and (ii) acts and omissions of each Subcontractor (including, suchSubcontractor's employees and agents, who, to the extent they are involved in providingany Services, are deemed Provider Personnel) to the same extent as if such acts oromissions were by Provider;(d) any noncompliance by any Subcontractor or its employees or agents withthe provisions of this Agreement or any Service Order will constitute a breach byProvider[;/; and](e) [Provider shall name Customer a third party beneficiary under each ofProvider's agreements with any Subcontractor that relate to the Services; and](f) prior to the provision of Services by any Subcontractor, Provider shallobtain from each such proposed Subcontractor:(i)the identity of such Subcontractor and the location of all its datacenters, if any, that will be used in Processing any Customer Data,which information Provider shall promptly disclose to Customer inwriting; and(ii) a written confidentiality, restricted use, work-for-hire and intellectualproperty rights assignment agreement[ in form and substanceacceptable to Customer/substantially in the form of Exhibit[1/[OTHER NUMBER]]], giving Customer rights at least equal tothose set forth in Section 9 (Ownership), Section 10 (Confidentiality),8