Common use of Continuity of Key Supplier Personnel Clause in Contracts

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [ * * * ] from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, or reassign any of the Key Supplier Personnel (except as a result of cause, or illness) or announce its intention to do so during the specified period without Kraft’s prior approval, which Kraft may withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold its approval. In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and the level of effort specified in Exhibit 15 to the provision of Services under this Agreement for for, at a minimum of [ * * * ] minimum, the period specified in Exhibit 15 from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any the Commencement Date, the minimum period shall be [ * * * ] the period specified in Exhibit 15 from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or illnessdeath) or announce its intention to do so during the specified period without KraftNew Century’s prior approval. In the event of the voluntary resignation, which Kraft may withhold in involuntary termination for cause, illness, disability or death of one of its sole discretionKey Supplier Personnel during or after the specified period, except in the case Supplier shall (i) give New Century as much notice as reasonably possible of personal hardshipsuch development, in which case Kraft will not unreasonably withhold its approvaland (ii) expeditiously identify and obtain New Century’s approval of a suitable replacement. In addition, even after the period specified periodin Exhibit 15, Supplier shall transfer, reassign or reassign remove one of its Key Supplier Personnel only after (i) giving Kraft New Century at least 40 business forty (40) days prior notice of such action, (ii) identifying and obtaining KraftNew Century’s approval of a suitable replacement at least 30 thirty (30) days prior to such transfer, reassignment or removal and removal, (iii) providing New Century with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to KraftNew Century’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concernsUnless otherwise agreed, Supplier shall not transfer, reassign or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] remove more than [ * * * ] one (1) of the Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified six (6) month period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and the level of effort to in Schedule C for the provision of Services under this Agreement for a minimum of [ * * * ] from period specified in Schedule C after the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any the Commencement Date, the minimum period shall be [ * * * ] the specified period from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, death or illnessapproved leave in accordance with Supplier’s standard employment policies) or announce its intention to do so during the specified period without KraftABM’s prior approval, which Kraft ABM may withhold in its sole discretionreasonable discretion based on its own self interest. In the event of the voluntary resignation, except involuntary termination for cause, illness, disability, death or approved leave in accordance with Supplier’s standard employment policies of one of its Key Supplier Personnel during or after the case specified period, Supplier shall (i) give ABM as much notice as reasonably possible of personal hardshipsuch development, in which case Kraft will not unreasonably withhold its approvaland (ii) expeditiously identify and obtain ABM’s approval of a suitable replacement. In addition, even after the period specified periodin Schedule C, Supplier shall transfer, reassign or reassign remove one of its Key Supplier Personnel only after (i) giving Kraft ABM at least 40 business forty five (45) days prior notice of such action, (ii) identifying and obtaining KraftABM’s approval of a suitable replacement at least 30 thirty (30) days prior to the effective date of such transfer, reassignment or removal and removal, (iii) demonstrating to KraftABM’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to , and (iv) completing any and all necessary knowledge transfer between the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the departing Key Supplier Personnel and his or her ABM-approved replacement; provided however that the notice requirement in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall subsection (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language shall not apply to the contraryreplacement of the Current Supplier Account Executive or Current Overall Delivery Project Executive following the transition of all Terminated Services or, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSAif earlier, August 1, 2009.

Continuity of Key Supplier Personnel. For so long Except as the Key Supplier Personnel remains employed by Supplierexpressly indicated otherwise in Schedule M.4, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [ * * * [**] (or other date specified with respect to such position in Schedule M.4) from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any the Commencement Date, the minimum period shall be [ * * * [**] (or other date specified with respect to such position in Schedule M.4) from the Commencement Datedate), to the extent permissible under applicable Laws. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for poor Service related performance, or as necessary for Supplier to comply with this Agreement, or other demonstrable good cause, illness, disability, or illnessdeath) or announce its intention to do so during the specified such period without KraftTriad’s prior approval, which Kraft Triad may withhold in its sole discretion. In the event of the voluntary resignation, except in the case involuntary termination for cause, illness, disability or death of personal hardshipone of its Key Supplier Personnel during or after such period, in which case Kraft will not unreasonably withhold its approvalSupplier shall (i) give Triad as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Triad’s approval of a suitable replacement. In addition, even after the specified such period, Supplier shall transfer, reassign or reassign remove one of its Key Supplier Personnel only after (i) giving Kraft Triad at least 40 business [**] days prior notice of such action, (ii) identifying and obtaining KraftTriad’s approval of a suitable replacement at least 30 [**] days prior to such transfer, [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. reassignment or removal and removal, (iii) providing Triad with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to KraftTriad’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concernsUnless otherwise agreed, Supplier shall not transfer, reassign or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] remove more than [ * * * ] [**]percent ([**]%) of the Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified [**] month period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to for, at a minimum, the provision of Services under this Agreement for a minimum of [ * * * ] from period specified in Schedule C after the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any the Commencement Date, the minimum period shall be [ * * * ] the specified period from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, death or illnessapproved leave in accordance with Supplier’s standard employment policies) or announce its intention to do so during the specified period without KraftABM’s prior approval, which Kraft ABM may withhold in its sole discretionreasonable discretion based on its own self interest. In the event of the voluntary resignation, except involuntary termination for cause, illness, disability, death or approved leave in accordance with Supplier’s standard employment policies of one of its Key Supplier Personnel during or after the case specified period, Supplier shall (i) give ABM as much notice as reasonably possible of personal hardshipsuch development, in which case Kraft will not unreasonably withhold its approvaland (ii) expeditiously identify and obtain ABM’s approval of a suitable replacement. In addition, even after the period specified periodin Schedule C, Supplier shall transfer, reassign or reassign remove one of its Key Supplier Personnel only after (i) giving Kraft ABM at least 40 business forty five (45) days prior notice of such action, (ii) identifying and obtaining KraftABM’s approval of a suitable replacement at least 30 thirty (30) days prior to the effective date of such transfer, reassignment or removal and removal, (iii) demonstrating to KraftABM’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement, and (iv) completing any and all necessary knowledge transfer between the departing Key Supplier Personnel and his or her ABM-approved replacement. If Kraft in good faith objects to the proposed Under no circumstances shall Supplier transfer, reassign or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] remove more than [ * * * ] of the two (2) Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified twelve (12) month period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort *** (***) *** to the provision of Services under this Agreement for Services, at a minimum, unless a different minimum of [ * * * ] from the date he or she assumes the position in question (provided that, period is specified in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable LawsSupplement. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability or illnessdeath) or announce its intention to do so during the specified period without KraftCoreLogic’s prior approval, which Kraft CoreLogic may withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold reasonable discretion based on its approval. In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier Personnel in any [ * * * ]own self interest. In the event of the voluntary resignation resignation, involuntary termination for cause, illness, disability or termination death of one any of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft CoreLogic as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of *** a suitable replacement. Notwithstanding any language In addition, unless and to the contrary, the Parties agree that the same extent a Key Supplier Personnel can work on both position ceases to be so designated after a defined period, even after the minimum period specified above, Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel unless and until Supplier has (1) given CoreLogic reasonable prior notice, (2) identified and *** a suitable replacement in accordance with this Agreement and Section 8.2 at least thirty (30) days prior to the GroceryCo MPSA on a simultaneous basis and any level effective date of effort designation of “full time” such transfer, reassignment or “part time” in Schedule 5.4 for any removal, (3) demonstrated to CoreLogic’s reasonable satisfaction that such personnel transfer, reassignment or removal will not be interpreted to prevent have an adverse impact on Supplier’s performance of its obligations under this Agreement, and (4) completed any such personnel from working on both this Agreement and all necessary knowledge transfer between the GroceryCo MPSAdeparting Key Supplier Personnel and his or her CoreLogic-approved replacement. Unless otherwise agreed, Supplier shall not transfer, reassign or remove more than *** (***) Key Supplier Personnel in any *** (***) *** period.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for for, at a minimum of [ * * * ] minimum, the period specified in Schedule C from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any the Commencement Date, the minimum period shall be [ * * * ] the period specified in Schedule C from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or illnessdeath) or announce its intention to do so during the specified period without Kraft’s Hercules' prior approval, which Kraft Hercules may withhold in its sole discretionreasonable discretion and self-interest. In the event of the voluntary resignation, except in involuntary termination for cause, illness, disability or death of one of its Key Supplier Personnel during or after the case specified period, Supplier shall (i) give Hercules as much notice as reasonably possible of personal hardshipsuch development, in which case Kraft will not unreasonably withhold its approvaland (ii) expeditiously identify and obtain Hercules' approval of a suitable replacement. In addition, even after the period specified periodin Schedule C, Supplier shall transfer, reassign or reassign remove one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days Hercules reasonable prior notice of such action, (ii) identifying and obtaining Kraft’s Hercules' approval of a suitable replacement at least 30 thirty (30) days prior to such transfer, reassignment or removal and removal, (iii) providing Hercules with a plan describing the steps and knowledge transfer necessary to transition responsibility to the replacement, and (iv) demonstrating to Kraft’s Hercules' reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concernsUnless otherwise agreed, Supplier shall not transfer, reassign or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] remove more than [ * * * ] of the one Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified six (6) month period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort [**] to the provision of Services under this Agreement for Services, at a minimum, unless a different minimum of [ * * * ] from the date he or she assumes the position in question (provided that, period is specified in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable LawsSupplement. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability or illnessdeath) or announce its intention to do so during the specified period without KraftAscension Health’s prior approval, which Kraft Ascension Health may withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold reasonable discretion based on its approval. In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier Personnel in any [ * * * ]own self- interest. In the event of the voluntary resignation resignation, involuntary termination for cause, illness, disability or termination death of one any of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft Ascension Health as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain KraftAscension Health’s approval of a suitable replacementreplacement (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding any language In addition, unless and to the contrary, the Parties agree that the same extent a Key Supplier Personnel can work on both position ceases to be so designated after a specified period, even after the minimum period specified above, Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel unless and until Supplier has (1) given Ascension Health reasonable prior notice, (2) identified and obtained Ascension Health’s approval of a suitable replacement in accordance with this Agreement and Section 8.2 at least [**] days prior to the GroceryCo MPSA on a simultaneous basis and any level effective date of effort designation of “full time” such transfer, reassignment or “part time” in Schedule 5.4 for any removal, (3) demonstrated to Ascension Health’s reasonable satisfaction that such personnel transfer, reassignment or removal will not be interpreted to prevent have an adverse impact on Supplier’s performance of its obligations under this Agreement, and (4) completed any such personnel from working on both this Agreement and all necessary knowledge transfer between the GroceryCo MPSAdeparting Key Supplier Personnel and his or her Ascension Health-approved replacement.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for or the applicable Subscription Agreement, Service Description or Statement of Work for, at a minimum of [ * * * ] minimum, the period specified in Schedule 15 from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable Lawsquestion. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or illnessdeath, legally required leave or restrictions imposed by any applicable Laws) or announce its intention to do so during the specified period without KraftAllianz’s prior approval, which Kraft Allianz may withhold in its sole discretionreasonable discretion based on its own self-interest. If Allianz objects to the proposed removal, except in the case Parties shall attempt to resolve Allianz’s concerns on a mutually agreeable basis and if the Parties have not been able to resolve Allianz’s concerns within five (5) business days of personal hardshipAllianz communicating its concerns, in which case Kraft will Supplier shall not unreasonably withhold remove the individual from that position and shall propose to Allianz the assignment of another individual of suitable ability and qualifications for Allianz’s consideration. In the event of the voluntary resignation, involuntary termination for cause, illness, disability or death of one of its approvalKey Supplier Personnel during or after the specified period, Supplier shall (i) give Allianz as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Allianz’s approval of a suitable replacement. In addition, even after the period specified periodabove, Supplier shall transfer, reassign or reassign one of its remove Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability, or death, legally required leave or restrictions imposed by any applicable Laws) only after (i) giving Kraft at least 40 business days Allianz reasonable prior notice of such action, (ii) identifying and obtaining KraftAllianz’s approval of a suitable replacement at least 30 fifteen (15) days prior to the effective date of such transfer, reassignment or removal and removal, (iii) demonstrating to KraftAllianz’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement or a Subscription Agreement. If Kraft in good faith objects to , Service Description or Statement of Work, and (iv) completing any and all necessary knowledge transfer between the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the departing Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation and his or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable her Allianz-approved replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort to the provision of Services under this Agreement for a minimum of [ * * * ] from the date he or she assumes the position in question (provided that, in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable Laws. Supplier shall not transfer, or reassign any of the Key Supplier Personnel (except as a result of cause, or illness) or announce its intention to do so during the specified period without Kraft’s prior approval, which Kraft may withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold its approval. In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier Personnel in any [ * * * ]. In the event of the voluntary resignation or termination of one of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain Kraft’s approval of a suitable replacement. Notwithstanding any language to the contrary, the Parties agree that the same Key Supplier Personnel can work on both this Agreement and the GroceryCo MPSA on a simultaneous basis and any level of effort designation of “full time” or “part time” in Schedule 5.4 for any such personnel will not be interpreted to prevent any such personnel from working on both this Agreement and the GroceryCo MPSA.

Continuity of Key Supplier Personnel. For so long as the Key Supplier Personnel remains employed by Supplier, Supplier shall cause each of the Key Supplier Personnel to devote full time and effort [**] to the provision of Services under this Agreement for Services, at a minimum, unless a different minimum of [ * * * ] from the date he or she assumes the position in question (provided that, period is specified in the case of Key Supplier Personnel assigned prior to any Commencement Date, the minimum period shall be [ * * * ] from the Commencement Date), to the extent permissible under applicable LawsSupplement. Supplier shall not transfer, reassign or reassign remove any of the Key Supplier Personnel (except as a result of voluntary resignation, involuntary termination for cause, illness, disability or illnessdeath) or announce its intention to do so during the specified period without KraftAscension Health’s prior approval, which Kraft Ascension Health may withhold in its sole discretion, except in the case of personal hardship, in which case Kraft will not unreasonably withhold reasonable discretion based on its approval. In addition, even after the specified period, Supplier shall transfer, or reassign one of its Key Supplier Personnel only after (i) giving Kraft at least 40 business days prior notice of such action, (ii) identifying and obtaining Kraft’s approval of a suitable replacement at least 30 days prior to such transfer, reassignment or removal and (iii) demonstrating to Kraft’s reasonable satisfaction that such action will not have an adverse impact on Supplier’s performance of its obligations under this Agreement. If Kraft in good faith objects to the proposed transfer, or reassignment, the Parties shall attempt to resolve Kraft’s concerns on a mutually agreeable basis. If the Parties have not been able to resolve Kraft’s concerns within five business days of Kraft communicating its concerns, Supplier shall not transfer, or reassign the individual from that position. Unless otherwise agreed, [ * * * ] shall [ * * * ] than [ * * * ] of the Key Supplier Personnel in any [ * * * ]own self interest. In the event of the voluntary resignation resignation, involuntary termination for cause, illness, disability or termination death of one any of its Key Supplier Personnel during or after the specified period, Supplier shall (i) give Kraft Ascension Health as much notice as reasonably possible of such development, and (ii) expeditiously identify and obtain KraftAscension Health’s approval of a suitable replacementreplacement (which approval shall not be unreasonably withheld, conditioned or delayed). Notwithstanding any language In addition, unless and to the contrary, the Parties agree that the same extent a Key Supplier Personnel can work on both position ceases to be so designated after a specified period, even after the minimum period specified above, Supplier shall not transfer, reassign or remove any of the Key Supplier Personnel unless and until Supplier has (1) given Ascension Health reasonable prior notice, (2) identified and obtained Ascension Health’s approval of a suitable replacement in accordance with this Agreement and Section 8.2 at least [**] days prior to the GroceryCo MPSA on a simultaneous basis and any level effective date of effort designation of “full time” such transfer, reassignment or “part time” in Schedule 5.4 for any removal, (3) demonstrated to Ascension Health’s reasonable satisfaction that such personnel transfer, reassignment or removal will not be interpreted to prevent have an adverse impact on Supplier’s performance of its obligations under this Agreement, and (4) completed any such personnel from working on both this Agreement and all necessary knowledge transfer between the GroceryCo MPSA.departing Key Supplier Personnel and his or her Ascension Health-approved replacement. ASCENSION HEALTH CONFIDENTIAL MPSA Page 18