Third Party Beneficiaries

Table of Contents:

• No Third-Party Rights

• Third-Party Rights

        - Affiliates

        - Licensors

Third Party Beneficiaries

Under the third-party beneficiary doctrine, a party without contractual privity (i.e., a person who is not a contracting party) may still receive the benefits of the performance of the contract. The contracting parties should take care in determining whether any such third-party interests exist, and if so, whether they need to be protected under the agreement.

No Third-Party Rights

In the following exemplars, the contracting parties clarify that no third party has an interest or right in the’ agreement:

Exemplar C72-1

This Agreement is made solely for the benefit of the Parties to this Agreement and their respective permitted successors and assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise agreed to by all of the Parties.

Exemplar C72-2

Except as otherwise provided herein, this Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and permitted assigns, and no other person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third- party beneficiary or otherwise.

Exemplar C72-3

This Agreement is made solely and specifically between and for the benefit of the parties hereto and their respective successors and permitted assigns, and no other person whatsoever shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

Exemplar C72-4

This Agreement shall not be construed as to give any rights to third parties (other than Affiliated Companies), and the Parties hereto shall not have any obligation to any such third party in connection with this Agreement.

Third-Party Rights

Where a third party has a strong commercial or other vested interest in a transaction between two contracting parties, the contracting parties may agree to grant the third party certain rights to protect such interests.

For example, in a contract between a supplier and a contractor, the contractor’s client (a third party) may desire control over the materials or goods procured by the contractor from the supplier on the client’s behalf. In the following exemplar, the contractor and supplier agree to allow the client to enforce the contractor’s rights under the contract:

Exemplar C72-5

Supplier and Contractor agree that Client shall be a third-party beneficiary of this Agreement and may enforce its rights hereunder either directly or indirectly through Contractor.

Affiliates

In the following exemplar, the parties agree that a party’s affiliates are deemed to have rights under the party’s contract:

Exemplar C72-6

Contractor’s Affiliates are third-party beneficiaries of this Agreement and shall enjoy and be entitled without restriction or additional consideration to all of the rights and privileges accruing to Contractor hereunder; provided that Contractor agrees that it shall remain fully responsible for the performance and fulfillment of all its obligations set forth herein.

Licensors

Where a vendor has obtained the right to sublicense a third party’s IP to the vendor’s customers, in many cases, the third-party IP owner may require the vendor to allow the owner to enforce the license terms against the customer, despite the fact that the owner has no direct contractual relationship with the customer:

Exemplar C72-7

The Parties hereby agree that Licensor is a third-party beneficiary of this Agreement to the extent that this Agreement contains provisions that relate to Licensee’s use of the Sublicensed Code. Such provisions are made expressly for the benefit of Licensor. The Parties agree that Licensor may enforce the provisions of this Agreement directly, in its own name or in the name of Contractor, and may maintain or participate by way of joinder or otherwise in any action or proceeding against any person in connection with this Agreement.

Exemplar C72-8

You may not assign this License without permission of Provider. You, Provider and Licensor are independent contracting parties. If the Product is provided to you by a third-party Provider, you agree that and its subsidiaries are third party beneficiaries of the License and thus Licensor or its subsidiaries can enforce this License against you even if it is not the Provider of the Product provided that if the doctrine of third-party beneficiaries is found to not apply for any reason, the parties acknowledge and agree that while Licensor is not a party to this License and has no obligations under this License, the Provider is a trustee of Licensor for the limited purpose of holding in trust for Licensor the covenants in favor of Licensor.

Exemplar C72-9

Licensee and Contractor acknowledges and expressly agrees that Licensor is an express third-party beneficiary of all of Licensee’s obligations hereunder, and further acknowledges and agrees that this agreement runs to the benefit of Licensor.

Exemplar C72-10

Second Licensor is identified as an express third-party beneficiary to the terms of this Agreement and may enforce the terms of this Agreement directly against Licensee.

Exemplar C72-11

Company and Customer hereby acknowledge and agree that the Content Owner is a third-party beneficiary of this Agreement, and that, upon Customer’s acceptance of the Agreement, the Content Owner will have the right (and will be deemed to have accepted the right) to enforce the Agreement against Customer as a third-party beneficiary. Company may, by written notice to Customer, transfer its rights and obligations under the Agreement pursuant to a novation agreement in favor of a transferee who accepts all rights and obligations of Company under the Agreement. Customer shall take all necessary actions to give effect to such novation, including the execution of relevant documents.

Exemplar C72-12

While only the Licensee has executed this Agreement with Licensor, Licensee understands that all of the Founders are beneficiaries of this Agreement and any Founder is entitled to enforce its terms against Licensee. Nothing in this Agreement shall be construed to give rise to any obligation on any party hereto for the benefit of a third party other than the Founders.