Master Subcontract Agreement: Definition & Sample

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What is a Master Subcontract Agreement?

A master subcontract agreement is a legal contract between parties outlining the terms and conditions of a business partnership where one party, typically a general contractor, is managing subcontracting services for a project. Master subcontract agreements are beneficial in streamlining all subcontracting services that may be involved in a project. They also help outline rights and responsibilities protecting all the parties involved.

No two projects are alike, and master subcontract agreements can cover things such as the scope of each subcontractor's role, fees, rates, and expenses. As a result, these agreements are most beneficial in cutting costs and streamlining a project's contracting and subcontracting process.

Common Sections in Master Subcontract Agreements

Below is a list of common sections included in Master Subcontract Agreements. These sections are linked to the below sample agreement for you to explore.

Master Subcontract Agreement Sample

THIS MASTER SUBCONTRACT AGREEMENT (“Agreement”) is made as of March 23 rd , 2015 (“Effective Date”) by and between

AMDOCS INC. , a corporation organized and existing under the laws of the State of Delaware, having its principal offices at 1390 Timberlake Manor Parkway, Chesterfield, MO 63017-6041 ( “Amdocs”);

Radcom, Inc._, a corporation organized and existing under the laws of the State of New Jersey , having its principal offices at 6 Forest Avenue, Paramus, NJ 07652 ( “Subcontractor”);

(Subcontractor and Amdocs are each hereinafter referred to as a “Party” and jointly referred to as the “Parties”).

(B) Amdocs and Subcontractor agree to cooperate and consult with respect to each order executed under the Prime Contract and in the performance of such Prime Contract (the performance of each such order is referred to hereinafter as a “Project”) on the terms and conditions set out in this Agreement, whereby Amdocs will be the Amdocs for each Project and will have the right to issue orders (“Orders”) hereunder to Subcontractor for Services and Deliverables in connection with the applicable Project; and

(C) The Parties wish to define the terms and conditions under which Subcontractor will act as a subcontractor to Amdocs in connection with any Project that is the subject of an Order.

NOW, THEREFORE, in consideration of the premises and of the promises exchanged herein, Amdocs and Subcontractor agree as follows:

For purposes of this Agreement, the following terms shall have the following meanings (in addition to the terms defined elsewhere in this Agreement):

“Accept” and “Acceptance” means the determination, in Amdocs’s and AT&T’s reasonable discretion, following implementation, installation, and Testing (which may include testing in a production environment), that Deliverable(s) and Services are in Compliance.

“Acceptance Test Period” means the length of time specified in an Order during which the Acceptance Tests are performed.

“Acceptance Tests” means the system and user acceptance tests (and/or such other performance and reliability demonstrations and tests) that may be carried out in respect of Deliverables and Services to satisfy Amdocs that there are no inconsistencies with the Specifications or Errors during the Acceptance Test Period.

“Affiliate” means, generally, with respect to any Entity, any other Entity Controlling, Controlled by or under common Control with such Entity.

“Antivirus Software” means software programs and programming (and modifications, replacements, upgrades, enhancements, documentation, materials and media related thereto) that are used to monitor for, filter and detect the presence of Malicious Code and repair or remediate the effects of Malicious Code. Antivirus Software also shall include all such programs or programming selected by or for AT&T on or after the Effective Date.

“Application Software” means software application programs (and all modifications, replacements, upgrades, enhancements, documentation, materials and media related thereto) used to support day-to-day business operations and accomplish specific business objectives.

“Application” means a cohesive collection of automated procedures and data supporting a business objective. It consists of one or more components, modules, or subsystems.

“AT&T Data” means any data or information (i) of AT&T or its customers, that is disclosed or provided to Subcontractor by, or otherwise obtained by Subcontractor from, AT&T or its customers, including Customer Information and customer proprietary network information (as that term is defined in Section 222 of the Communications Act of 1934, as amended, 47 U.S.C. §222), as well as data and information with respect to the businesses, customers, operations, networks, systems, facilities, products, rates, regulatory compliance, competitors, consumer markets, assets, expenditures, mergers, acquisitions, divestitures, billings, collections, revenues and finances of AT&T; and (ii) not supplied by AT&T or its customers, but created, generated, collected or harvested by Subcontractor either (a) in furtherance of this Agreement or an Order hereunder (b) as a result of Subcontractor having access to AT&T infrastructure, systems, data, hardware, software or processes (for example, through data processing input and output, service level measurements, or ascertainment of network and system information). Notwithstanding the foregoing, the Parties agree that “AT&T Data” shall (1) not be deemed to include material or software (A)(I) created or owned by Amdocs prior to execution of the Prime Contract (II) provided under license from third parties by Amdocs prior to execution of the Amdocs (III) created by Amdocs or third parties after execution of the Prime Contract for a client other than AT&T or (B) that Amdocs owns in accordance with the Prime Contractor as agreed by Amdocs and AT&T in a Work Order, and (2) be deemed to include material or software that is derived from the performance and operation of AT&T Data or AT&T Proprietary Information.

“AT&T Derived Data” means any data or information that is a result of or modification of, adaption, revision, translation, abridgement, condensation, compilation, evaluation, expansion, or any other recasting or processing of the AT&T Data, for example, as a result of Subcontractor’s observation, analysis, or visualization of AT&T Data arising out of the performance of Subcontractor’s obligations. Notwithstanding the foregoing, the Parties agree that “AT&T Derived Data” shall not be deemed to include Subcontractor’s material or software that does not constitute AT&T Data as set forth in Subsection 1.9 above.

. “AT&T Personal Data” means that portion of AT&T Data that is subject to any Privacy Laws and includes CPI (for example, under 47 U.S.C. § 222(b)) and CPNI.

“Compliance” and “Comply” mean, with respect to Software, Equipment, Systems or other contract deliverables to be implemented, designed, developed, delivered, integrated, installed and/or tested by AT&T or Amdocs, compliance in all respects with the applicable Specifications.

“Control” and its derivatives mean: (a) the legal, beneficial, or equitable ownership, directly or indirectly, of (i) at least 50% of the aggregate of all voting equity interests in an Entity or (ii) equity interests having the right to at least 50% of the profits of an Entity or, in the event of dissolution, to at least 50% of the assets of an Entity; (b) the right to appoint, directly or indirectly, a majority of the board of directors; (c) the right to control, directly or indirectly, the management or direction of the Entity by contract or corporate governance document; or (d) in the case of a partnership, the holding by an Entity (or one of its Affiliates) of the position of sole general partner.

“CPNI” means “customer proprietary network information” as defined under the Communications Act of 1934, as amended, including by the Telecommunications Act of 1996, and applicable Federal Communications Commission orders and regulations; (ii) any of the following information of any customer of AT&T, or any customer of any such customer, whether individual or aggregate, whether or not including identifying information: names, addresses, phone numbers, calling patterns, quantity, nature, technical configurations, locations, types, destinations or amount of use of telecommunications services received or calls received or made; (iii) information contained on the telephone bills of AT&T’s customers (including the customers of such customers) pertaining to telephone exchange service or telephone toll service received by a customer of AT&T or of any customer; (iv) unlisted customer numbers; (v) aggregate customer data with individual identifying information deleted; or (vi) information available to AT&T by virtue of AT&T’s relationship with its customers as a provider of telecommunications service, or by virtue of their customers’ relationships with their own customers as a provider(s) of telecommunications services

“Customer Information” means that portion of the AT&T Data consisting of information of or about a customer of AT&T, including customer name, address, e-mail address, and/or phone number (listed or unlisted); personal information such as birth date, social security number, driver’s license, credit card information, bank account, account number or personal identification numbers; information concerning calling patterns, call details, records of incoming or outgoing calls, or minutes of use or other use of AT&T’s services; information related to payments, credit status, and transactions with AT&T; demographic information; or aggregate customer data including aggregate data with individual identifying information deleted and CPNI.

“Custom Software” means the unique or specialized programs, routines or subroutines, which are listed as Custom Software in, and developed by Subcontractor under, a specific Order. Unless otherwise stated in the Order, Custom Software also includes source code in both machine and human readable form and all associated Program Material.

“Data” means numbers, characters, images, or other information recorded in a form that can be input into a CPU/processor, stored and processed there, or transmitted on some digital or analog channel.

“Deliverables” means any Materials, Software, Custom Software, Program Materials or Documentation (including third party Material) purchased hereunder by Amdocs from Subcontractor pursuant to an Order.

“Delivery” means delivery of the Deliverables via (i) electronic transfer; (ii) hand delivery of the media in which the Software is contained; (iii) carrier selected by Subcontractor; or (iv) the manner described in the applicable Order.

“Delivery Date” means the date on which the Parties agree Subcontractor is scheduled in this Agreement or an Order to complete its Delivery of the applicable Deliverables or Services.

“Developed Materials” means any Materials (including Software), or any modifications, enhancements or derivative works thereof, developed by or on behalf of Subcontractor for Amdocs and/or AT&T in connection with or as part of the Services.

“Disabling Code” means computer instructions, features or functions that may permit Amdocs or a third party to, or may automatically: (a) alter, destroy or inhibit Software and/or a processing environment; (b) erase, destroy, corrupt or modify any data, programs, materials or information used by AT&T or store any data, programs, materials or information on AT&T’s computers without the consent of AT&T; (c) discontinue AT&T’s effective use of the Software; or (d) bypass any internal or external software security measure to obtain access to any hardware or software of AT&T without the consent or knowledge of AT&T, including, but not limited to, other programs’ data storage and computer libraries. Disabling Code includes programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function.

“Entity” means a corporation, partnership, joint venture, trust, limited liability company, association or other organization.

“Equipment” means all computing, networking and communications equipment or Hardware procured, provided, operated, supported, or used by Subcontractor in connection with the Services, including (i) mainframe, midrange, server and distributed computing equipment and associated attachments, features, accessories, peripheral devices, and cabling, (ii) personal computers, laptop computers and workstations and associated attachments, features, accessories, peripheral devices, and cabling, and (iii) voice/video telecommunications and network equipment and associated attachments, features, accessories, peripheral devices, and cabling.

“Hardware” or “Hardware Assets” means the computers and related equipment used in connection with the provision of the Services, including central processing units and other processors, controllers, modems, communications and telecommunications equipment (voice, data and video), cables, storage devices, printers, terminals, other peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the processing, input, output, storage, manipulation, communication, transmission and retrieval of information and data.

“Information” means all ideas, discoveries, concepts, know-how, trade secrets, techniques, designs, Specifications, drawings, sketches, models, manuals, samples, tools, computer programs, technical information, and other confidential business, customer or personnel information or data, whether provided orally, in writing, or through electronic or other means.

“Laws” means all applicable national, federal, intergovernmental, regional, common, state and local laws, statutes, regulations, rules, executive orders, supervisory requirements, directives, circulars, opinions, orders, interpretive letters and other official releases of or by any government or quasi‑governmental authority, or any authority, department or agency thereof, or any self‑regulatory organization, anywhere in the world, including Privacy Laws.

“Liability” means all legal or contractual responsibility for losses, damages, expenses, costs, penalties, fines, Liquidated Damages and fees, including reasonable attorneys’ fees, arising from a claim or cause of action related to performance or omission of acts under this Agreement or any Order, including, but not limited to, claims or causes of actions brought by third parties.

“Losses” means all liabilities, damages, fines, penalties and claims (including taxes), and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

“Malicious Code” means (i) any code, program, or sub-program whose knowing or intended purpose is to damage or interfere with the operation of the computer system containing the code, program or sub-program, or to halt, disable or interfere with the operation of the Software, code, program, or sub-program, itself, or (ii) any device, method, or token that permits any person to circumvent the normal security of the Software or the system containing the code.

“Materials” means, collectively, Software, literary works, other works of authorship, specifications, design documents and analyses, processes, methodologies, programs, program listings, documentation, reports, drawings, databases and similar work product.

“Order”. “Statement of Work” or “SOW” means such orders as may be delivered to Subcontractor for the purpose of ordering Deliverables and Services pursuant to Section 2.2 hereunder.

“Privacy Laws” means Laws relating to data privacy, trans-border data flow or data protection such as the implementing legislation and regulations of the European Union member states under the European Union Directive 95/46/EC.

“Program Material” or “Documentation” for purposes of this Agreement and Orders hereunder always includes in relation to Custom Software the source code for the software (including programs, routines, subroutines, and error correction) and programmers’ comments (in all such software). The Program Material or Documentation required in relation to Custom Software shall be as described in the applicable Order, but may include Detailed Functional Specifications, flow charts, logic diagrams, programming manuals, modification manuals, maintenance tools (including test programs, test cases, and the printed output from same), data file listings, and input and output formats, descriptions and locations of programs related to, but not provided with, the Software, and any design session deliverables, user instructions and system manuals, user manuals, and training materials in machine readable or printed form associated with Software.

“Project Manager” means each party’s manager responsible for a Project and as may be identified on an Order.

“Root Cause Analysis” means the formal process conducted by Subcontractor, to be used by Subcontractor to determine the primary or “root” cause of problems and to diagnose problems at the lowest reasonable level so that corrective action can be taken that will eliminate repeat failures.

“Service(s)” means any and all labor or service provided by Subcontractor in connection with an Order, including, but not limited to, consultation, engineering, installation, removal, maintenance, training, technical support, repair, programming, IT professional services, and Software maintenance.

“Software” means computer programs, together with input and output formats, the applicable source or object codes, programming tools, data models, flow charts, outlines, narrative descriptions, operating instructions, software manufacturing instructions and scripts, test specifications and test scripts and supporting documentation, and shall include the tangible media upon which such programs and documentation are recorded, including all authorized reproductions, corrections, updates, new releases, and new versions of such Software and shall further include all enhancements, translations, modifications, updates, upgrades, new releases, substitutions, replacements, and other changes to such computer programs.

“Specifications” means (i) Subcontractor’s applicable specifications and descriptions and (ii) Amdocs’s requirements, specifications or descriptions; each as they may relate to the Services or Deliverables and as specified or referenced in, or attached to, this Agreement or an applicable Order.

“Subcontractor Personnel” or “Personnel” means each employee, officer or temporary worker of (i) Subcontractor, (ii) any permitted subcontractor of Subcontractor, (iii) Subcontractor’s Affiliates and (iv) any agent or other representative of Subcontractor that may be engaged in the provision of Services in connection with this Agreement.

“System” means one or more of the following items, as identified in an Order: the operating environment for Software and includes the hardware on which the Software resides, and the operating software, Application Software, databases which interact with such Software, and the software and hardware interfaces among such hardware and software.

“Testing” with respect to the Subcontractor’s Deliverables (and any associated Software, Equipment, or Systems) means the performance of the applicable tests and procedures set forth in the applicable Order, as well as any other tests and procedures which the Parties may agree upon in determining whether such Deliverables are in Compliance.

“Use” or “use” means any lawful operation or use of the Deliverables permitted or reasonably contemplated in this Agreement or an applicable Order, including compilation, copying, modifying, linking, licensing, sublicensing, displaying, permitting access to, and executing all or part of the Software.

The Prime Contract contains the terms and conditions under which Amdocs is required to provide products and services to AT&T. If agreed between the Parties in an Order, Subcontractor shall act as a subcontractor to Amdocs to perform certain obligations of Amdocs arising under the Prime Contract and specified in an Order. This Agreement includes provisions based on the Prime Contract. In the event that Amdocs wishes to subject Subcontractor to additional provisions of the Prime Contract, such provisions will be detailed in an Order or in an amendment to this Agreement and will require the consent of each of the Parties hereto. Such additional provisions may, without limitation, include service level agreements and provisions for payment of Liquidated Damages.

The procurement by Amdocs of Deliverables and Services from Subcontractor will be made by placement of Orders by Amdocs to Subcontractor hereunder. Each Order will reference this Agreement and incorporate this Agreement’s terms and conditions. Following their execution by both Parties this Agreement and each Order will constitute the entire agreement between the Parties relating to that particular Order. However, in case of any inconsistency or contradiction between the provisions of this Agreement and the provisions of an Order, the provisions of the Order will prevail, but only as to the subject matter of such inconsistency.

The Parties acknowledge and agree that this Agreement does not obligate either Party to enter into any specific types or amounts of Orders, or to procure or provide specific types or amounts of Services. Each Order will be binding only when signed by both Parties.

The scope of the Deliverables and Services to be provided in connection with a Project shall be set forth in the applicable Order(s). Subcontractor will perform all Services in such manner to ensure that it meets the applicable timetable and milestones for performance provided under the Order. Any changes to the Order will be subject to the change control procedures set out in this Agreement or an applicable Order.

Save as may be otherwise expressly stated in an Order, the prices set forth in an Order shall include (i) the provision by Subcontractor of all activities and assistance requested by Amdocs relating to the performance of the Services, and (ii) Subcontractor’s compliance with any applicable Service Levels and diligent correction of any Noncompliance or other deficiencies, as notified by Amdocs to Subcontractor.

Amdocs and Subcontractor agree to coordinate and to work with each other, to help confirm an appropriate interaction between the work of Subcontractor and Amdocs. Amdocs’s and Subcontractor’s respective Project Managers shall be named in the applicable Order. Subcontractor shall report to and work under the direction of Amdocs’s Project Manager (the “Amdocs Project Manager”), unless otherwise set forth in the Order.

Amdocs acknowledges and agrees that Subcontractor will discuss all issues, recommendations and decisions related to this Agreement and the Services, (including without limitation the performance, status, or any major issue affecting the Services) with the Amdocs Project Manager.

If any services, functions or responsibilities not specifically described in this Agreement or the applicable Order are an inherent part of the Services and are required for proper performance or provision of the Services in accordance with this Agreement and such Order, they shall be deemed to be included within the scope of the Services to be delivered, as if such services, functions or responsibilities were specifically described in this Agreement.

At all times during the performance of the Services, Amdocs shall have the right but not the obligation to inspect the work performed by Subcontractor upon reasonable advance verbal, email or written notice to Subcontractor.

As part of the Services, Subcontractor shall provide Amdocs and AT&T with such documentation and other information available to Subcontractor as may be reasonably requested by Amdocs or AT&T from time to time in order to verify the accuracy of the reports provided by Subcontractor.

As part of the Services and at [**], and upon reasonable notice from Amdocs, Subcontractor shall promptly correct any errors or inaccuracies in or with respect to the reports, or the information or data contained in such reports, caused by Subcontractor or its agents, or its third party product or service providers.

Subcontractor shall provide reasonable supporting documentation to Amdocs concerning any disputed invoice within [**] calendar days after receipt of written notification of such dispute.

The Services shall be provided at the locations specified in the applicable Order (“Approved Location”).

Subcontractor shall not perform any Services under this Agreement, at a location other than the Approved Location

Amdocs shall have the right to withdraw its consent to the performance of work at an Approved Location at any time in Amdocs’ sole discretion for any reason, in which event the Parties shall assess cost impacts, timing, methodology and amend the applicable Order to reflect any changes reasonably required to permit Subcontractor to continue to perform such work at a different location and the Parties shall amend the Order accordingly.

If Subcontractor without intending to circumvent the requirements of this Section, provides any Services under this Agreement in a location that is not an Approved Location, without Amdocs and AT&T’s prior written consent and fails to cease providing such Services within [**] days after written notice from Amdocs and/or AT&T such inadvertent provisioning and failure to timely cure within said [**] days shall be a material breach of this Agreement and, in addition to any other legal rights or remedies available to Amdocs or AT&T in law or in equity, Amdocs may immediately Cancel and/or Terminate this Agreement without cost, liability or penalty to Amdocs. Notwithstanding the foregoing, Amdocs agrees that Subcontractor’s provision of the Services in non Approved Location without Amdocs’ prior written consent on a transient basis (e.g., a Subcontractor’s employee’s provision of Services from an airport while in travel status) shall be permitted and shall not be deemed to be a material breach of this Agreement.

When Amdocs has granted consent for Services to be performed in an Approved Location,, Subcontractor shall remain fully responsible for compliance with any foreign, federal, state or local law applicable to the Subcontractor’s provision of such Services regardless of whether the Service is being performed by Subcontractor or a Subcontractor. Nothing contained within this Agreement is intended to extend, nor does it extend, any rights or benefits to any Subcontractor, and no third party beneficiary right is intended or granted to any third party hereby .

Subcontractor will not have access to AT&T’s premises and facilities without Amdocs’ prior written approval.

Subcontractor shall ensure that its Personnel while on or off AT&T’s or Amdocs’ premises (i) will perform work in a manner which protects AT&T’s and Amdocs’ material, buildings and structures, (ii) do not interfere with AT&T’s and Amdocs’ business operations, and (iii) perform such Services with care and due regard for the safety, convenience and protection of AT&T, Amdocs, their employees, and property and in full conformance with the policies specified in the AT&T Code of Conduct specified in Exhibit B , which prohibits the possession of a weapon or an implement which can be used as a weapon.

Subcontractor shall ensure that all Personnel furnished by Subcontractor work harmoniously with all others when on AT&T’s or Amdocs’ premises.

Subcontractor’s employees include “foreign persons” within the meaning of the U.S. export control laws, and foreign persons employed by Subcontractor may, subject to Section 6.2.1, have access to AT&T computer or electronic data storage systems or networks in order to provide Services under this Agreement, unless otherwise specifically set forth in an Order. If Subcontractor is given access, whether at AT&T’s premises or through remote facilities, to any AT&T computer or electronic data storage system in order for Subcontractor to perform the Services, Subcontractor shall limit such access and use solely to perform Services and will not attempt to access any AT&T computer system, electronic file, Software or other electronic services other than those specifically required to perform the Services. Subcontractor shall (i) limit such access to those Subcontractor Personnel with an express requirement to have such access in connection with this Agreement and/or any Order and, in doing so, shall comply with Section 6.2.1, (ii) advise Amdocs in writing of the name of each individual who will be granted such access and (iii) to the extent applicable to any Services and Materials to be provided by Subcontractor, strictly follow all AT&T security rules and procedures specified in Exhibit B to this Agreement, and such other security rules and procedures to be provided to Subcontractor, for use of AT&T’s electronic resources provided to Subcontractor from time to time. Upon Amdocs’s request, Subcontractor shall provide the social security number or other personal identification of each of its representatives, including Subcontractor’s employees and subcontractors’ employees, who will need access to any AT&T system to perform Subcontractor’s obligations under this Agreement. All user identification numbers and passwords disclosed to Subcontractor and any information obtained by Subcontractor as a result of Subcontractor’s access to, and use of, AT&T’s computer and electronic storage systems shall be deemed to be, and shall be treated as, Proprietary Information of AT&T pursuant to this Agreement. Subcontractor shall cooperate with AT&T (and Amdocs shall cooperate with Subcontractor) in the investigation of any apparent unauthorized access by Subcontractor to AT&T’s computer or electronic data storage systems or unauthorized release of proprietary information of AT&T by Subcontractor or any Subcontractor Personnel.

Unless agreed and specified in Order, Amdocs will not be required to provide to Subcontractor any Software or Hardware.

Without prejudice to any other terms contained herein or in an Order, Subcontractor Personnel will comply with all of Amdocs’ and AT&T’s applicable security and conduct regulations provided to Subcontractor in writing or otherwise made available by Amdocs or AT&T to Subcontractor, including any procedure which Amdocs’ and/or AT&T’s employees are asked to follow. Unless otherwise agreed to by the Parties, Subcontractor Personnel shall observe the working hours, working rules, holiday schedules and policies of Amdocs and/or AT&T while working on Amdocs’ or AT&T’s premises, as applicable. Subcontractor agrees to cooperate fully and to provide any assistance necessary to Amdocs and AT&T in lawful investigation of any security breaches which may involve Subcontractor or Subcontractor Personnel.

AT&T’s requirements as to background checks/ drug screening for Subcontractor Personnel, as set out in Exhibit A .

In performing the Services and using the AT&T sites, Subcontractor shall observe and comply with all AT&T policies, rules and regulations applicable to the AT&T sites or the provision of the Services, including those set forth on Exhibit B Supplier Information Security Requirements (SISR) and Limited Offshore Remote Access (LORA), to the extent applicable to any Services and Materials to be provided by Subcontractor , and those applicable to specific AT&T sites, all as have been or may be provided to Subcontractor in writing (collectively, “AT&T Rules”).

In addition to any other remedies that Amdocs may have in the event of substandard performance by Subcontractor, in the event that any Subcontractor Personnel is found to be unacceptable to Amdocs, Amdocs shall notify Subcontractor of such fact and Subcontractor shall immediately remove said Personnel and, if requested by Amdocs, replace such Personnel with a person acceptable to Amdocs of suitable education, qualifications and experience within [**] days of said notice.

Subcontractor agrees to use reasonable efforts to ensure the continuity of Subcontractor Personnel assigned to perform its obligations.

If at any time AT&T or Amdocs requires removal of Subcontractor Personnel, and AT&T or Amdocs so inform Subcontractor, then Subcontractor shall promptly remove such individual from the applicable Project and from AT&T’s and Amdocs’ respective premises.

All Subcontractor Personnel shall clearly identify themselves as Subcontractor Personnel and not as employees of Amdocs or AT&T. This shall include any and all communications, whether oral, written or electronic.

Amdocs is committed to complying with all applicable immigration laws of the United States, including the Immigration Reform and Control Act of 1986, as amended. This law requires that all employees hired since 1986 provide proof of identity and employment eligibility before they can work in the United States. It is the policy of Amdocs to comply fully with this requirement, and to require compliance by all suppliers and subcontractors performing services in the United States at Amdocs’ or its clients’ worksites. Subcontractor shall not place Subcontractor Personnel at a Amdocs or AT&T worksite in the United States, nor shall Subcontractor permit any Personnel to perform any work in the United States on behalf of or for the benefit of Amdocs, without first verifying and ensuring said Personnel’s authorization to lawfully work in the United States. To that end, Subcontractor represents that: (a) Subcontractor maintains and follows an established policy to verify the employment authorization of Personnel, and to ensure continued compliance for the duration of employment, (b) Subcontractor has verified the identity and employment eligibility of all Personnel, in compliance with applicable law, and (c) Subcontractor is without knowledge of any fact that would render any Subcontractor Personnel ineligible to work legally in the United States.

Testing and acceptance test procedures with respect to Subcontractor’s Deliverables will be specified in the applicable Order.

Subcontractor shall maintain complete and accurate records of and supporting documentation for all charges, all AT&T Data and all transactions, authorizations, changes, implementations, soft document access, reports, analyses, data or information created, generated, collected, processed or stored by Subcontractor in the performance of its obligations under this Agreement (“Contract Records”). Subcontractor shall maintain such Contract Records in accordance with generally accepted accounting principles applied on a consistent basis and generally accepted auditing standards. Subcontractor shall retain Contract Records in accordance with AT&T’s record retention policy as it may be modified from time to time and provided to Subcontractor in writing.

Subcontractor shall, and shall cause its Subcontractors to, provide to AT&T and Amdocs (and internal and external auditors, inspectors, regulators and other external representatives that AT&T may designate from time to time), subject to receipt of customary confidentiality undertakings towards Subcontractor, reasonable access at reasonable hours to Subcontractor Personnel and to the facilities at or from which Services are then being provided, and to Subcontractor records and other pertinent information, all solely to the extent relevant to the Services and Subcontractor’s obligations under this Agreement, subject to customary confidentiality undertakings to be received by Subcontractor. Subcontractor shall provide any assistance reasonably requested by AT&T or Amdocs or its designee in conducting any such audit. If an audit reveals a material breach of this Agreement, Subcontractor shall promptly reimburse Amdocs for the actual cost of such audit and any damages, fees, fines, expenses, or penalties assessed against or incurred by Amdocs or AT&T to remedy deficiencies caused by Subcontractor or Subcontractor Personnel discovered during such audits.