Common use of Conduct of and responsibility for Vendor employees Clause in Contracts

Conduct of and responsibility for Vendor employees. (a) While performing the Services, Vendor’s employees, agents and Subcontractors must: (1) Comply with applicable State, DIR and Customer rules, and regulations and DIR’s requests regarding personal and professional conduct generally applica- ble to the Service locations, including, but not limited to, conforming to all phys- ical security standards and requirements, as required given the Service loca- tion; and (2) Otherwise conduct themselves in a businesslike and professional manner. (b) If DIR determines, in its sole and absolute discretion, that a particular employee, agent, or Subcontractor is not conducting him/herself or itself in accordance with this Section 4.04, DIR may provide Vendor with notice and documentation concerning such conduct. Upon receipt of such notice, Vendor must promptly investigate the matter and take appropriate action that may include: (1) Removing the employee, agent or Subcontractor from Service delivery under this CTSA; (2) Providing DIR with written notice of such removal; and (3) Replacing the employee, agent or Subcontractor with a similarly qualified indi- vidual acceptable to DIR, in its sole and absolute discretion, in the case of Key Personnel and Subcontractors. (c) Vendor shall replace any employee, agent or Subcontractor who is not adequately performing assigned responsibilities or who, as mutually determined by the Parties, after consultation with Vendor, is unable to work effectively with DIR staff or Custom- er staff. In such event, Vendor will provide replacement employee(s), agent(s), or Subcontractor(s) with equal or greater skills and qualifications as soon as reasonably practicable. Replacement of Key Personnel will be subject to consultation with the Vendor and mutual agreement of the Parties. The Parties will work together in the event of any such required replacement so as not to disrupt Service delivery under the CTSA. Other than in instances when DIR determines, in its sole and absolute discretion, that removal must be handled immediately to avoid imminent harm to the TEX-AN NG Program or safety to others, DIR and Vendor will provide written notice and cooperate with the other entity in a manner intended to minimize staff turnover and the adverse impact any requested removal may have on the Services. Nothing in this CTSA will prevent Vendor from replacing employees not identified as Key Per- sonnel. (d) Vendor agrees that anyone used by Vendor to fulfill the terms of this CTSA is an em- ployee, agent or Subcontractor of Vendor and remains under Vendor’s sole direction and control. (e) Vendor agrees to be responsible for the following with respect to its employees, agents or Subcontractors: (1) Damages incurred by Vendor’s employees, agents or Subcontractors within the scope of their duties under this CTSA; and (2) Determination of the hours to be worked and the duties to be performed by Vendor’s employees, agents or Subcontractors.

Conduct of and responsibility for Vendor employees. (a) While performing the Services, Vendor’s employees, agents and Subcontractors must: (1) Comply with applicable State, DIR and Customer rules, and regulations and DIR’s requests regarding personal and professional conduct generally applica- ble to the Service locations, including, but not limited to, conforming to all phys- ical security standards and requirements, as required given the Service loca- tion; and (2) Otherwise conduct themselves in a businesslike and professional manner. (b) If DIR determines, in its sole and absolute discretion, that a particular employee, agent, or Subcontractor is not conducting him/herself or itself in accordance with this Section 4.04, DIR may provide Vendor with notice and documentation concerning such conduct. Upon receipt of such notice, Vendor must promptly investigate the matter and take appropriate action that may include: (1) Removing the employee, agent or Subcontractor from Service delivery under this CTSA; (2) Providing DIR with written notice of such removal; and (3) Replacing the employee, agent or Subcontractor with a similarly qualified indi- vidual acceptable to DIR, in its sole and absolute discretion, in the case of Key Personnel and Subcontractors. (c) Vendor shall replace any employee, agent or Subcontractor who is not adequately performing assigned responsibilities or who, as mutually determined by the Parties, after consultation with Vendor, is unable to work effectively with DIR staff or Custom- er Cus- tomer staff. In such event, Vendor will provide replacement employee(s), agent(s), or Subcontractor(s) with equal or greater skills and qualifications as soon as reasonably practicable. Replacement of Key Personnel will be subject to consultation with the Vendor and mutual agreement of the Parties. The Parties will work together in the event of any such required replacement so as not to disrupt Service delivery under the CTSA. Other than in instances when DIR determines, in its sole and absolute discretion, that removal must be handled immediately to avoid imminent harm to the TEX-AN NG Program or safety to others, DIR and Vendor will provide written notice and cooperate with the other entity in a manner intended to minimize staff turnover and the adverse impact any requested removal may have on the Services. Nothing in this CTSA will prevent Vendor from replacing employees not identified as Key Per- sonnel. (d) Vendor agrees that anyone used by Vendor to fulfill the terms of this CTSA is an em- ployee, agent or Subcontractor of Vendor and remains under Vendor’s sole direction and control. (e) Vendor agrees to be responsible for the following with respect to its employees, agents or Subcontractors: (1) Damages incurred by Vendor’s employees, agents or Subcontractors within the scope of their duties under this CTSA; and (2) Determination of the hours to be worked and the duties to be performed by Vendor’s employees, agents or Subcontractors.