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____________________________________________________________________________________________________ ___________________________________________________________________________________________________ Business Consulting Quality Assurance Procedures Guidelines PAGE 2 January 1997 ___________________________________________________________________________________________ Business Consulting Quality Assurance Procedures Guidelines PAGE 1 January 1996 APPENDIX 19 - Subcontractor Arrangements Usage guidance is imbedded within this document. The guidance is noted in an italicized box, similar to this one. Be sure to read the guidance and make the appropriate modifications to this Agreement to fit your specific engagement prior to distributing to a subcontractor. SUBCONTRACT This agreement is entered into as of ?, 199 ?, by and between Arthur Andersen LLP, with offices at ? ? (“AA”) and ? ?, with offices at ? (“Subcontractor”). Request For Proposal. Use the following clause if we were awarded the engagement as the result of a formal RFP process. Otherwise delete it. WHEREAS, AA was the successful bidder on an RFP issued on ____________ and WHEREAS, _________________ (“Client”) has awarded a Contract, dated ________________ (the “Contract”), to AA for AA to provide certain services (the “Services”). WHEREAS, the parties desire to define the terms and conditions on which Subcontractor shall act as a subcontractor to AA in connection with the Services. ARTICLE 1 - RELATIONSHIP OF THE PARTIES 1.1 AA shall act as prime contractor and the Subcontractor shall act as a first-tier subcontractor to AA under the Contract. 1.2 The Subcontractor may not assign this Agreement or subcontract any portion of the work to be performed hereunder to any other person without the express written approval of AA. ARTICLE 2 - RESPONSIBILITIES OF THE PARTIES; SCOPE OF WORK 2.1 The Subc