Common use of Conduct of Supplier Personnel Clause in Contracts

Conduct of Supplier Personnel. While at the Gap Service Locations, Supplier Personnel shall (1) comply with reasonable requests, standard rules, and regulations of Gap communicated to Supplier regarding personal and professional conduct (including the wearing of a particular uniform or identification badge and adhering to Gap regulations and general safety practices or procedures) generally applicable to such Gap Service Locations, and (2) otherwise conduct themselves in a businesslike manner. Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive shall have the right to Approve or request the removal of any member of Supplier’s Personnel at a Gap Service Location (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) assigned to perform under this Agreement. Should Gap, in its sole discretion, be dissatisfied with the performance, competence, responsiveness, capabilities, cooperativeness, or fitness for a particular task of any __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. person assigned by Supplier to perform Services at a Gap Service Location under this Agreement (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) Gap may request the replacement of that person; provided, however, before Supplier shall be required to remove such individual, Supplier shall have a reasonable opportunity to remedy such situation with Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive. Supplier shall make reasonable efforts to furnish a qualified replacement within fifteen (15) business days. In the event Supplier should ever need to remove any member of Supplier’s Personnel from performing services under this Agreement at a Gap Service Location, Supplier shall provide Gap with adequate notice, except in circumstances in which such notice is not possible, and shall work with Gap on a mutually agreeable transition plan so as to provide an acceptable replacement and ensure project continuity. Supplier agrees that all Supplier Personnel assigned to performing this Agreement must have experience or suitable training and skills in the areas in which they are responsible for performing the tasks to which they will be assigned under this Agreement. In the event that the actions or inactions of Supplier Personnel create additional work in connection with the performance of the Services that would have otherwise been unnecessary in the absence of such action or inaction, Supplier shall perform all such additional work at no additional charge to Gap, unless such action or inaction is demonstrated by Supplier to be at the direction of Gap. In addition, Supplier agrees that it will take all commercially reasonable steps to assure continuity over time of the membership of the group constituting Supplier Personnel. Supplier shall promptly fill any vacancy on a Non-Service Catalog Item for which Gap is paying on a time and materials basis with personnel having qualifications comparable in the area of the Non-Service Catalog Item to those of Supplier Personnel being replaced.

Conduct of Supplier Personnel. While at the Gap Service Locations, Supplier Personnel shall (1) comply with reasonable requests, standard rules, and regulations of Gap communicated to Supplier regarding personal and professional conduct (including the wearing of a particular uniform or identification badge and adhering to Gap regulations and general safety practices or procedures) generally applicable to such Gap Service Locations, and (2) otherwise conduct themselves in a businesslike manner. Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive shall have the right to Approve or request the removal of any member of Supplier’s Personnel at a Gap Service Location (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) assigned to perform under this Agreement. Should Gap, in its sole discretion, be dissatisfied with the performance, competence, responsiveness, capabilities, cooperativeness, or fitness for a particular task of any __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. person assigned by Supplier to perform Services at a Gap Service Location under this Agreement (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) Gap may request the replacement of that person; provided, however, before Supplier shall be required to remove such individual, Supplier shall have a reasonable opportunity to remedy such situation with Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive. Supplier shall make reasonable efforts to furnish a qualified replacement within fifteen (15) business days. In the event Supplier should ever need to remove any member of Supplier’s Personnel from performing services under this Agreement at a Gap Service Location, Supplier shall provide Gap with adequate notice, except in circumstances in which such notice is not possible, and shall work with Gap on a mutually agreeable transition plan so as to provide an acceptable replacement and ensure project continuity. Supplier agrees that all Supplier Personnel assigned to performing this Agreement must have experience or suitable training and skills in the areas in which they are responsible for performing the tasks to which they will be assigned under this Agreement. In the event that the actions or inactions of Supplier Personnel create additional work in connection with the performance of the Services that would have otherwise been unnecessary in the absence of such action or inaction, Supplier shall perform all such additional work at no additional charge to Gap, unless such action or inaction is demonstrated by Supplier to be at the direction of Gap. In addition, Supplier agrees that it will take all commercially reasonable steps to assure continuity over time of the membership of the group constituting Supplier Personnel. Supplier shall promptly fill any vacancy on a Non-Service Catalog Item for which Gap is paying on a time and materials basis with personnel having qualifications comparable in the area of the Non-Service Catalog Item to those of Supplier Personnel being replaced.

Conduct of Supplier Personnel. ‌ (A) While at the Gap Service County Locations, the Supplier Personnel shall (1A) comply with all reasonable requests, standard rules, rules and regulations of Gap County communicated or made available to Supplier regarding personal and professional conduct (including the wearing of a particular uniform or identification badge and adhering to Gap regulations the County Policies, Procedures, and Guidelines, including County’s general safety practices or procedures) generally applicable to such Gap Service County Locations, and (2B) otherwise conduct themselves in a businesslike manner. Gap’s Chief Information Officer or Supplier Personnel shall comply with all County Policies, Procedures, and Guidelines that may be in effect during the Gap Infrastructure Partnership Executive Term of the Agreement, as well as all applicable Laws. (B) The County IT Services Governance Manager shall have the right to Approve or request the removal of any member of Supplier’s Personnel at a Gap Service County Location (including, but not limited to, including the Supplier Outsourcing Relationship Executive, Supplier HR RepresentativeProgram Manager, Supplier Key EmployeesPersonnel, and Project Staff) assigned to perform under this Agreement. Should Gap, in its sole discretion, County be dissatisfied with the performance, competence, responsiveness, capabilities, cooperativeness, or fitness for a particular task of any __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. person Person assigned by Supplier to perform Services at a Gap Service County Location under this Agreement (including, but not limited to, including the Supplier Outsourcing Relationship Executive, Supplier HR RepresentativeProgram Manager, Supplier Key Employees, and Personnel or Project Staff) Gap County may request the replacement of that personPerson; provided, however, that before Supplier shall be required to remove such individual, Supplier shall have a reasonable opportunity to remedy such situation with Gap’s Chief Information Officer or the Gap Infrastructure Partnership ExecutiveCounty IT Services Governance Manager. Supplier shall make reasonable efforts to furnish a qualified replacement within fifteen (15) business daysBusiness Days after any such removal. In the event If Supplier should ever need to remove any member of Supplier’s Personnel from performing services Services under this Agreement at a Gap Service County Location, Supplier shall provide Gap County with adequate notice, except in circumstances in which such notice is not possible, and shall work with Gap County on a mutually agreeable transition plan so as to promptly provide an acceptable replacement and ensure project continuity. . (C) Supplier agrees that all Supplier Personnel assigned to performing this Agreement must have experience or and suitable training and skills in the areas in which they are responsible for performing the tasks to which they will be assigned under this Agreement. In Supplier shall ensure that all Supplier Personnel providing Services under this Agreement have documented and defined roles and responsibilities, and have received training and education on the event that County’s Policies, Procedures, and Guidelines County System, including Assets, the tools set forth under Exhibit C (Service Management and Life Cycle Services Tools), Service Level Requirements, and on how the relationship under this Agreement varies from Supplier’s standard operating procedures. If actions or inactions of Supplier Personnel create additional work in connection with the performance of the Services that would have otherwise been unnecessary in the absence of such action or inaction, Supplier shall perform all such additional work at no additional charge to GapCounty, unless such action or inaction is demonstrated by Supplier to be at the direction of GapCounty. In additionAdditionally, Supplier agrees that it will take all commercially reasonable steps to assure ensure continuity over time of the membership of the group constituting Supplier Personnel. Supplier shall promptly fill any vacancy vacancies on a Non-Service Catalog Item Projects for which Gap County is paying on a time and materials basis with personnel having qualifications comparable in the area of the Non-Service Catalog Item Project to those of the Supplier Personnel being replaced. Certain training and Documentation requirements to be provided by Supplier with respect to all Supplier Personnel are set forth in Exhibit J (Training and Certification Requirements).

Conduct of Supplier Personnel. While at the Gap Service Locations, Supplier Personnel shall (1) comply with reasonable requests, standard rules, and regulations of Gap communicated to Supplier regarding personal and professional conduct (including the wearing of a particular uniform or identification badge and adhering to Gap regulations and general safety practices or procedures) generally applicable to such Gap Service Locations, and (2) otherwise conduct themselves in a businesslike manner. Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive shall have the right to Approve or request the removal of any member of Supplier’s * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Personnel at a Gap Service Location (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) assigned to perform under this Agreement. Should Gap, in its sole discretion, be dissatisfied with the performance, competence, responsiveness, capabilities, cooperativeness, or fitness for a particular task of any __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. person assigned by Supplier to perform Services at a Gap Service Location under this Agreement (including, but not limited to, Supplier Outsourcing Relationship Executive, Supplier HR Representative, Supplier Key Employees, and Project Staff) Gap may request the replacement of that person; provided, however, before Supplier shall be required to remove such individual, Supplier shall have a reasonable opportunity to remedy such situation with Gap’s Chief Information Officer or the Gap Infrastructure Partnership Executive. Supplier shall make reasonable efforts to furnish a qualified replacement within fifteen (15) business days. In the event Supplier should ever need to remove any member of Supplier’s Personnel from performing services under this Agreement at a Gap Service Location, Supplier shall provide Gap with adequate notice, except in circumstances in which such notice is not possible, and shall work with Gap on a mutually agreeable transition plan so as to provide an acceptable replacement and ensure project continuity. Supplier agrees that all Supplier Personnel assigned to performing this Agreement must have experience or suitable training and skills in the areas in which they are responsible for performing the tasks to which they will be assigned under this Agreement. In the event that the actions or inactions of Supplier Personnel create additional work in connection with the performance of the Services that would have otherwise been unnecessary in the absence of such action or inaction, Supplier shall perform all such additional work at no additional charge to Gap, unless such action or inaction is demonstrated by Supplier to be at the direction of Gap. In addition, Supplier agrees that it will take all commercially reasonable steps to assure continuity over time of the membership of the group constituting Supplier Personnel. Supplier shall promptly fill any vacancy on a Non-Service Catalog Item Recurring Initiative for which Gap is paying on a time and materials basis with personnel having qualifications comparable in the area of the Non-Service Catalog Item Recurring Initiative to those of Supplier Personnel being replaced.