Common use of Contractor’s Personnel Clause in Contracts

Contractor’s Personnel. Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. Contractor shall provide all personnel 12.1 The Service Provider must ensure that Service Provider’s Personnel are suitably qualified, trained, and Subcontractor personnel necessary experienced, are competent to provide carry out their tasks and, when required by the Work authorized Task Order, have Garda Síochána clearance. The Service Provider must ensure that Service Provider’s Personnel carry out their tasks in compliance with the Service Provider’s obligations under this AgreementContract. Contractor and/or its Subcontractors shall provide certain Key The Service Provider is liable for acts and omissions of Service Provider’s Personnel as if they were acts or omissions of the Service Provider. 12.2 The Service Provider must ensure that the specialists named in the Proposal or a Task Order (or others to whom the Employer’s Representative has agreed in advance) perform the work types for which they are named. [If so required by the Employer’s Representative, the Service Provider must ensure that specialists enter into collateral warranties with the Employer.] The collateral warranties must be in the form as required by the Employer. They must require the specialist to have professional indemnity insurance as specified in the Specification. 12.3 The Service Provider must remove from the Tasks and the Site any Service Provider’s Personnel that the Employer’s Representative instructs be removed. 12.4 The Service Provider may not subcontract part of the Services without the Employer’s Representative’s consent, unless the subcontracting is allowed or required by this Contract. 12.5 The Service Provider must indemnify the Employer against claims, liability, and proceedings resulting from any worker or other person claiming to be an employee or former employee of the Service Provider or Service Provider's Personnel relating to employment or non-employment or engagement or non- engagement by the Service Provider or Service Provider's Personnel, including Contractor’s Project Manager(s)claims for breach of Contract, wrongful or unfair dismissal, loss of office, redundancy, or loss or earnings and also including claims, liability, and proceedings of any kind under the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003. The Employer holds this indemnity for the benefit of itself and any other Service Provider it appoints to replace the Service Provider. 12.6 When so required by the Employer, the Service Provider must, to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with extent allowed by law, give the State’s Project Manager and personnel; Manage the day to day activities Employer details of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided people employed or engaged wholly or mainly for work under this AgreementContract, ifincluding their job titles, in the State's opinionages, the performance length of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightservice, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any terms of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3employment.

Contractor’s Personnel. The Contractor shall make available for the purposes of the Work any individuals named in the Contract as key personnel. The Contractor shall provide the Authority with a list of the names and addresses of all others regarded by the Contractor as key personnel and, if and Subcontractor personnel necessary to provide when instructed by the Authority, all other persons who may be at any time concerned with the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnelor any part of it, including Contractor’s Project Manager(s), to perform certain Work set forth specifying in this Agreement each case the capacities in which they are so concerned and in Work Orders. Contractor’s Project Manager shall: Serve giving such other particulars and evidence of identity and other supporting evidence as the primary contact Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the State’s Project Manager and personnel; Manage the day to day activities Work or any part of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performedit as a key person. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with not without prior written approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualificationsAuthority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or release Key Personnel whose skill sets/qualifications are no longer neededit is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if advance approval in writing is received from and only so requested by the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work OrderAuthority, Contractor will provide a substitute replacement personnel acceptable to the State's Project ManagerAuthority without additional charge and at the earliest opportunity. If In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any Key Personnel become unavailable position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or are disapproved and those engaged directly or indirectly by the Contractor cannot furnish a replacement acceptable for the supply of the Services transfer to an intermediary for supply by the intermediary to the StateAuthority. 10. Progress reports/meetings 10.1. The Authority's representative or deputy, shall meet at agreed intervals with the State Contractor. Dates and times will be agreed with the Contractor. 10.2. The Contractor shall provide the Authority with such reports of his work at such intervals and in such form as the Authority may terminate this Agreement or the applicable Work Order for cause, pursuant from time to Exhibit A - Standard Provisions, article 3time require.

Contractor’s Personnel. The Contractor shall make available for the purposes of the Work any individuals named in the Contract as key personnel. The Contractor shall provide the Authority with a list of the names and addresses of all others regarded by the Contractor as key personnel and, if and Subcontractor personnel necessary to provide when instructed by the Authority, all other persons who may be at any time concerned with the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnelor any part of it, including Contractor’s Project Manager(s), to perform certain Work set forth specifying in this Agreement each case the capacities in which they are so concerned and in Work Orders. Contractor’s Project Manager shall: Serve giving such other particulars and evidence of identity and other supporting evidence as the primary contact Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the State’s Project Manager and personnel; Manage the day to day activities Work or any part of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performedit as a key person. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with not without prior written approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualificationsAuthority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or release Key Personnel whose skill sets/qualifications are no longer neededit is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if advance approval in writing is received from and only so requested by the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work OrderAuthority, Contractor will provide a substitute replacement personnel acceptable to the State's Project ManagerAuthority without additional charge and at the earliest opportunity. If In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any Key Personnel become unavailable position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or are disapproved and those engaged directly or indirectly by the Contractor cannot furnish a replacement acceptable for the supply of the Services transfer to an intermediary for supply by the intermediary to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3Authority.

Contractor’s Personnel. A. Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. . B. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. . C. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. . D. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. . E. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. . F. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. . G. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. . H. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. Contractor shall provide comply in all personnel respects with all applicable labor and immigration Laws that may impact Contractor’s Work under this Agreement, including the Immigration Reform and Control Act of 1986 and Form I-9 requirements. Without limiting the generality of the foregoing, Contractor shall perform all required employment eligibility and verification checks and maintain all required employment records. Contractor acknowledges and agrees that it is responsible for conducting adequate screening of its employees and agents prior to starting the Work. By providing an employee or Subcontractor personnel necessary under this Agreement, Contractor warrants and represents that it has completed the Screening Measures with respect to provide the Work authorized such employee or Subcontractor and that such Screening Measures did not reveal any information that could adversely affect such employee’s or Subcontractor’s suitability for employment or engagement by Contractor or competence or ability to perform duties under this Agreement. Contractor and/or its Subcontractors shall provide certain Key PersonnelIf in doubt whether a suitability, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightcompetence or ability concern exists, Contractor shall immediately assign replacement Key Personneldiscuss with Owner the relevant facts and Owner will determine, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Projectin its sole discretion, through no cause or fault of Contractor, become unavailable whether such Person should be allowed to perform the Work. Owner, Contractor in its sole discretion, shall immediately provide replacement Key Personnelhave the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named substance and manner of any and all Screening Measures performed by Contractor pursuant to this Section conform fully to applicable Law. Contractor shall supervise, coordinate and direct the Work using Contractor’s best skill, judgment and attention. Owner shall have the right to bar from the Site any Person employed or engaged by Contractor or Subcontractor who engages in Work Orders are retained during misconduct or is incompetent or negligent while on the Site or while performing the Services, or whom Owner has previously terminated for cause or otherwise dismissed or barred from the Site. Upon request of Owner, Contractor shall immediately remove those Persons to whom Owner objects from the Site and shall not allow the further performance of the Work Services by those Persons. In addition, in the event that Contractor learns of that Work Order. Howeverany such misconduct, incompetence or negligence independent of Owner’s objection, Contractor mayshall remove such Persons from the Site, with approval shall not allow any further performance of the StateServices by such Persons and shall promptly notify Owner of such misconduct, incompetence or negligence and the actions taken by Contractor as a result thereof. In either such event, any cost for replacement of such Persons shall be at Contractor’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3expense.

Contractor’s Personnel. Contractor shall provide all personnel comply with applicable labor and immigration Laws that may impact Contractor's Work under this Agreement, including the Immigration Reform and Control Act of 1986 and Form I-9 requirements. Contractor shall perform the required employment eligibility and verification checks and maintain the required employment records. Contractor acknowledges and agrees that it is responsible for conducting “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures adequate screening of its employees and agents prior to starting the Work. By providing an employee or Subcontractor personnel necessary under this Agreement, Contractor warrants and represents that the Screening Measures with respect to provide the Work authorized such employee or Subcontractor have been completed and that such Screening Measures did not reveal any information that could adversely affect such employee's or Subcontractor's suitability for employment or engagement by Contractor or competence or ability to perform duties under this Agreement. Contractor and/or its Subcontractors shall provide certain Key PersonnelIf in doubt whether a suitability, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightcompetence or ability concern exists, Contractor shall immediately assign replacement Key Personneldiscuss with Owner the relevant facts and Owner shall determine, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Projectin its sole discretion, through no cause or fault of Contractor, become unavailable whether such Person should be allowed to perform the Work. Owner, Contractor in its sole discretion, shall immediately provide replacement Key Personnelhave the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance substance and manner of the Work of that Work Order. However, any and all Screening Measures performed by Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisionsthis Section conform fully to applicable Law. Contractor shall submit to Owner for approval a set of work rules that applies to all Contractor and Subcontractor employees. This set of work rules shall establish Contractor's and Subcontractor's disciplinary action policy and hiring and termination policy. This policy shall detail the actions to be taken by Contractor and Subcontractors for acts of misconduct, article 3negligence and incompetence of their employees. The disciplinary action program shall be progressive up to termination and the barring of employee from future employment.

Contractor’s Personnel. 14.1 Nothing in this Agreement will render the Contractor’s Personnel, an employee, agent, or partner of DRS by virtue of the provision of the Services by the Contractor under this Agreement and the Contractor shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Contractor’s Personnel. 14.2 The Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement Personnel as necessary for the proper and in Work Orders. Contractor’s Project Manager shall: Serve as timely performance and management of the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports Services in accordance with this Agreement; . 14.3 DRS is not under an obligation to provide office or other accommodation or facilities or services (including telephony and Act IT services) to ensure the overall quality Contractor except as may be specified in the Scope. 14.4 During the Term and without prejudice to any of DRS other rights, powers or remedies, DRS may (without liability to the Contractor) deny any Contractor Personnel access to any of DRS’s sites and/or require any Contractor Personnel to be immediately removed from performing the Services if such Contractor Personnel in DRS view is unsuitable to provide the Services, has not been properly trained as required for this Agreement, or is otherwise incompetent, negligent, guilty of misconduct or could be a danger to any person. DRS shall notify the Contractor of such denial and/or requirement in writing and the Contractor shall redeploy that person to work un-associated with the Services and provide a suitable replacement (with the DRS’s consent). 14.5 The Contractor shall indemnify, keep indemnified and hold harmless DRS from and against all liabilities, costs, expenses, injuries, damages, claims, demands, proceedings, and legal costs (on a full indemnity basis) which DRS incurs or suffers whenever arising or brought by the Contractor’s Personnel or any person who may allege to be the same. 14.6 The Contractor shall pay to the Contractor’s Personnel not less than the amounts to which the Contractor’s Personnel are contractually entitled. 14.7 The Contractor shall provide DRS with such particulars as DRS may reasonable require of the Work performedPersonnel (including grade) and the agreement of the DRS shall be obtained prior to the engagement of all additional or replacement Personnel in connection with the Services. 14.8 The Contractor shall not assign a specific member of Contractor Personnel to provide the Services under this Agreement on a full time basis. Contractor Personnel should be spread across a number of Contractor customers so as to avoid any Contractor Personnel being able to transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) (the "Transfer Regulations"). No single Contractor Personnel should spend up to 20% of their time providing the Deliverables and/or services under this Agreement. In the event that any Contractor Personnel makes a claim against NTS claiming that they have transferred under the Transfer Regulations (a "Transfer Claim"), the Contractor will indemnify NTS against such a Transfer Claim. NTS will not settle the Transfer Claim without the consent of the Contractor. The State reserves Contractor may at its option have conduct of the right Transfer Claim. 14.9 Notwithstanding anything to disapprove the continuing assignment contrary elsewhere in this Agreement: 14.10 in the last 12 months prior to completion of the Services (up signature if this Agreement if for 12 months or less), the Contractor shall, where it is of the opinion that TUPE is likely to apply, provide DRS with a list of names, ages, addresses and national insurance numbers of all persons who are, who have been, or who may be at any Key Personnel provided time concerned with the Services or any part thereof, specifying their job title, job description, basic salary, bonus and all other emoluments and benefits, period of continuous employment, the percentage of the time that they have worked under this Agreement, ifdetails of any agreements entered into with employee representative bodies in relation to such persons, details of all training and competency courses attended and certificates or qualifications obtained and such other requirements as DRS may reasonably require (altogether the “Employee Data”). DRS will, subject to compliance with any laws relating to data protection, be permitted to disclose any information provided to it under this Clause in summary and/or anonymised form to any person who has been invited to tender for the provision of the Services (or similar services) and to any replacement supplier and replacement supplier’s sub-contractors; 14.11 in the State's opinionlast 12 months prior to completion of the Services under the last Contract Order, (or up signature if this Agreement if for 12 months or less), the Contractor shall (and shall procure that any Sub-Contractor shall) provide to the people engaged in the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor this Agreement, written contracts of employment or statements of terms of employment, in either case complying with the event it makes requirements of Section 1 of the Employment Rights Act 1996, and retain copies of such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience documents together with such other documentation and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills PAYE records as may reasonably be required by this Agreement DRS (“Personnel Records”) and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained shall, where TUPE is likely to apply, within 28 days of DRS’s request, whether during the performance of this Agreement; or 14.12 following the Work end of that Work Order. Howeverthis Agreement (whether lawfully or otherwise) deliver up to DRS or to such person as DRS may nominate the Employee Data, Contractor may, with approval such copies of the StatePersonnel Records as may be required by DRS and to the extent not otherwise provided, any employee liability information pursuant to and in accordance with Regulation 11 of TUPE. DRS may communicate such information to persons intending to tender to execute Services of the nature of the Services; 14.13 the Contractor shall not (and shall procure that any Sub-Contractor shall not) (where TUPE is likely to apply), in the last 6 months prior to completion of the Services, without the prior written permission of DRS, vary or purport or promise to vary (in the employee’s Project Managerfavour), introduce substitute Key Personnel with specific skill sets/qualificationsthe terms of the contracts of employment of any person engaged wholly or principally in the execution of the Services; 14.14 the Contractor shall not (and shall procure that any Sub-Contractor shall not) (where TUPE is likely to apply), without the prior written consent of DRS create or grant, or release Key Personnel whose skill sets/qualifications are no longer neededpromise to create or grant, if advance approval terms or conditions of employment for any new employee engaged wholly or principally in writing is received from the State’s Project Manager. If any execution of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable Services if and to the State's Project Manager. If any Key Personnel become unavailable extent that such terms or conditions are disapproved and Contractor cannot furnish a replacement acceptable materially different to the Stateterms or conditions of employment of equivalent or nearest equivalent existing employees (which themselves comply with Clause 14.4) at the date of commencement of employment of such new employee; 14.15 the Contractor shall (and shall procure that any Sub-Contractor shall) (where TUPE is likely to apply) at all times comply with its information and consultation obligations under Regulation 13 of TUPE; and 14.16 the Contractor shall indemnify and keep indemnified DRS and any successor supplier against all costs, claims, expenses, damages, demands, actions, losses and liabilities arising out of or in connection with any claim or demand arising out of or in connection with any act or omission of the State may terminate this Agreement Contractor or any Sub-Contractor and which DRS or the applicable Work Order for cause, successor supplier incurs: (a) in relation to any one or more employees whose employment has transferred or is alleged to have transferred to DRS and/or a successor contract pursuant to Exhibit A - Standard ProvisionsTUPE and/or this Agreement; and/or (b) as a result of the Contractor’s breach of Clauses 14.12, article 3.14.13 and/or 14.14, 14.17 and, despite anything else in this Agreement, such a successor supplier can directly enforce the indemnity in its favour proved for by this Clause 14.17

Contractor’s Personnel. DealerTrack has entered into this Agreement in material part because Contractor is a professional and able to service DealerTrack without significant direction or supervision by DealerTrack. The manner and means of performing the Services are under the sole control of Contractor. Nothing in any Task Order shall provide all personnel and Subcontractor personnel permit DealerTrack to exercise control over the manner or means by which Contractor performs its duties except to the extent necessary to provide coordinate Contractor's performance in time, space or function with that of other persons engaged by DealerTrack to achieve a common goal. DealerTrack is interested only in the Work authorized results, which are subject to DealerTrack's final approval, obtained under this Agreement. Contractor and/or shall be solely and entirely responsible for Contractor's acts (and those of Contractor's Personnel) while this Agreement is in effect even if Contractor's Personnel are not acting within the scope of employment. Contractor shall promptly notify DealerTrack upon its Subcontractors learning of any wrongdoing by Contractor's Personnel. Contractor acknowledges that it is solely an independent contractor and that neither it nor any of Contractor's Personnel are agents of, joint ventures with or employees of DealerTrack. Neither DealerTrack nor Contractor shall provide certain Key Personnelhave the authority to bind, including or make any representations on behalf of, the other, and neither party shall hold itself out as such or knowingly permit another to rely on such belief. Subject to the requirements of section 9 of this Agreement, Contractor’s Project Manager(s)'s Personnel shall conform to the level of technical expertise required by DealerTrack. Contractor shall, upon DealerTrack's request, furnish requested information regarding Contractor's Personnel who are to perform certain Work Services under any Task Order, which information is (i) reasonably related to the ability of Contractor's Personnel to perform Services or (ii) Assignment Statements, or of its obligations regarding the selection, placement and supervision of Contractor's Personnel. Nothing herein is intended to preclude Contractor's or Contractor's Personnel's simultaneous or subsequent engagement by third parties, provided only that such services do not interfere with Contractor's or Contractor's Personnel's obligations under this Agreement and are consistent with Contractor's and Contractor's Personnel's duties of confidentiality and the proprietary rights provisions herein. Contractor shall advise Contractor's Personnel of their obligations set forth in this Agreement section 8. and in Work Orders. shall be responsible for Contractor’s Project Manager shall: Serve as 's Personnel's knowledge, understanding, agreement and compliance with Contractor's obligations, to the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Ordersextent applicable. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. Howevermaintain procedures to prevent, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, report and eliminate activity which would constitute or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable condone sexual harassment or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3discrimination.

Contractor’s Personnel. The Contractor and Subcontractor(s) shall provide meet the applicable Saudization targets provided by the Ministry of Labour and Social Development during the period of the Contract. The Contractor’s Personnel shall be appropriately qualified, skilled and experienced in their respective trades or occupations. To the extent applicable and/or as directed by Company, all requisite and applicable trade and technical personnel and Subcontractor personnel necessary to provide of the Contractor (“Technical Personnel”) who are carrying any portion of the Scope of Work authorized under this Agreement. Contractor and/or its Subcontractors Contract shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement be certified and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports qualified in accordance with this Agreementthe SAUDI ARAMCO’s “Contractor Workforce Qualification Assurance Program” (“CWQAP”). The Technical Personnel shall include but are not limited to the Contractor’s electrical technician, instrument technician, mechanical technician, HVAC technician, fabricator, pipe fitter and others as determined by the CWQAP. The Company may require the Contractor to remove (or cause to be removed) any person employed on the Works Site or the Works, including the Contractor's Representative, if applicable, who in the Company's opinion: engages in any misconduct or lack of care; and Act carries out duties incompetently or negligently; fails to ensure the overall quality conform with any provisions of the Work performedContract; or Engages in any conduct which is prejudicial to safety, health, or the protection of the environment. The State reserves Company may also require the right Contractor to disapprove remove (or cause to be removed) any person employed on the continuing assignment Works Site or the Works, including the Contractor's Representative, who is required or requested to be removed by the government of the Kingdom of Saudi Arabia or any local authority or other regulatory body. The Contractor shall be under an obligation to act on the Company's Notice requiring removal of any Key Personnel provided under this Agreement, ifperson forthwith if required by the Company or as soon as reasonably practical. The decision by the Company to exercise such power to give such Notice, in the State's opinionits absolute discretion, the performance of Key Personnel is unsatisfactoryshall be final and binding and not subject to challenge in arbitration or court proceedings. The State agrees Company shall have no obligation to provide reimburse the Contractor the costs of or associated with replacing any member of the Contractor’s Personnel who is the subject of such Notice requiring the removal of such person. The Contractor Personnel and workforce shall at all times be under the supervision of a competent representative of the Contractor. Neither the Contractor nor the Contractor’s Personnel shall be deemed to Contractor in be either expressly or by implication employees of the event it makes such a determinationCompany. If the State exercises this right, The Contractor shall immediately assign replacement Key Personnelpay all wages, possessing equivalent or greater experience fees, contributions, levies and skills. If any of Key Personnel assigned to a Projectother contributions, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience charges and skills as taxes required by this Agreement Law to be paid by an employer in respect of such persons and as further specified shall make all appropriate deductions from their wages in respect of any resumes referenced in Work Ordersemployees' contributions. The Contractor shall ensure that all workers employed by it or its Sub-contractors shall be employed in accordance with the same Key Personnel named requirements of the Labor Law and any other applicable rules and regulations of the Kingdom of Saudi Arabia. The Contractor shall be responsible for obtaining all visas, Xxxxx and work permits necessary for his personnel engaged in Work Orders are retained during the performance of this Contract. All visas for entry into or exit from the Kingdom of Saudi Arabia will be issued in accordance with the rules and regulations of the Kingdom of Saudi Arabia. The Contractor shall be in strict compliance with the rules and regulations of the visa issuing authorities of the Kingdom of Saudi Arabia at all times. The Contractor shall, as soon as practicable after award of the Contract, and whenever requested by the Company Representative or wherever mentioned in the Contract, submit for the Company Representative's approval holiday and leave schedule that permits continuity of operations during scheduled absences of personnel. Such schedule shall be modified in accordance with the Company Representatives requirements (if any), and shall be subject to revision from time to time as the Company Representative may require. The submission to, and approval by, the Company Representative of such schedule shall not relieve the Contractor of any of its duties or liabilities hereunder. The Contractor shall in respect of all persons employed by him in the execution of the Contract pay rates of wages and observe hours and conditions of labour which are not less favourable than the general level of wages, hours and conditions observed by other employers whose general circumstances in the trade or industry in which the Contractor is engaged are similar. Key Personnel. Subject to the provisions contained in above, the Contractor must exclusively assign the key personnel listed in the Contract to the Work in the position assigned to them. The Contractor shall not remove any member of that Work Order. However, Contractor may, with Key Personnel from its role without the written approval of the StateCompany’s Project ManagerRepresentative. In the event that it becomes necessary to appoint any replacement member of Key Personnel, introduce substitute Key Personnel with specific skill sets/qualificationsthe Contractor must notify the Company’s Representative in writing of the proposed replacement individual's name and the individual's name and the individual's qualifications and experience. The Company’s Representative then has a ten (10) Business Day pre-approval period to review the proposed replacement individual's qualifications and experience, commencing on receipt of the above notification and to take instructions from the Company. During that pre-approval period, the Company’s Representative may reject the proposed replacement individual if the Company’s Representative or the Company (acting reasonably) form the view that the individual is not adequately qualified or experienced to fill the relevant position. Any such rejection must be notified in writing to the Contractor, setting out the reasons for the rejection. Subject to this clause, the proposed replacement individual is deemed to be accepted by the Company and the Company’s Representative unless such a rejection notice is given to the Contractor during the pre-approval period. Where the Contract Price, or release Key a relevant part of it, has been calculated on a time or unit rate basis, the Company shall be under no obligation to pay the Contractor in respect of any personnel for any period during which such personnel are unable to carry out the Works due to illness or other incapacity. In the event that the Contract Price, or part of it, is to be calculated on a time or unit rate basis, signed, complete and accurate timesheets for the time worked by the Contractor’s Personnel whose skill sets/qualifications are no longer neededmust be submitted weekly by the Contractor to the Company’s Representative for approval. All such timesheets must be submitted by the Contractor to substantiate any invoice to the Company. The Contractor shall keep proper wages books and time sheets showing wages paid and the time worked by all workmen and personnel employed by the Contractor for the performance of this Contract and shall produce such wages books and time sheets on demand for inspection by the Company's Representative. The Contractor shall be required to engage workmen and personnel of various skills, if advance approval sufficient competence and good character, and in writing is received from adequate numbers for the State’s Project Managersatisfactory execution of the Contract. If any workmen or personnel so employed engage in misconduct, are dishonest or incompetent and/or are the subject of a complaint by the Company's Representative, the Contractor shall upon receipt of written Notice from the Company remove such workmen or personnel immediately and appoint others in their place and bear all costs incurred thereby. The Contractor shall ensure where relevant that the Contractor’s Personnel: hold and maintain all necessary certificates of vaccination and inoculation to enable them to enter and reside in the Kingdom of Saudi Arabia. hold in their possession a current medical certificate of fitness certifying they are medically fit to live and work in the Kingdom of Saudi Arabia; and, hold and maintain valid travel documents, visa, work and entry permits and all other documents necessary to entitle them lawfully to be and work in the Kingdom of Saudi Arabia. The Contractor shall ensure that all Contractor’s personnel and Sub-contractor’s staff have a good command of the Key Personnel identified as specified in an authorized Work Order terminate their English language. The Contractor’s and Sub-Contractor’s staff must not be younger than 18 years old. The Contractor shall not over the duration of the Contract offer employment during to any personnel who are at such time employees of the period Company. The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or disorderly conduct by or amongst the Contractor’s personnel, and to preserve peace and protection of performance of a Work Order, Contractor will provide a substitute acceptable to persons and property on and near the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3Works Site.

Contractor’s Personnel. Contractor shall provide all personnel comply with applicable labor and immigration Laws that may impact Contractor’s Work under this Agreement, including the Immigration Reform and Control Act of 1986 and Form I-9 requirements. Contractor shall perform the required employment eligibility and verification checks and maintain the required employment records. Contractor acknowledges and agrees that it is responsible for conducting “[**]” in this Exhibit 10.01 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Execution Version Confidential Trade Secret Information—Subject to Restricted Procedures adequate screening of its employees and agents prior to starting the Work. By providing an employee or Subcontractor personnel necessary under this Agreement, Contractor warrants and represents that the Screening Measures with respect to provide the Work authorized such employee or Subcontractor have been completed and that such Screening Measures did not reveal any information that could adversely affect such employee’s or Subcontractor’s suitability for employment or engagement by Contractor or competence or ability to perform duties under this Agreement. Contractor and/or its Subcontractors shall provide certain Key PersonnelIf in doubt whether a suitability, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightcompetence or ability concern exists, Contractor shall immediately assign replacement Key Personneldiscuss with Owner the relevant facts and Owner shall determine, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Projectin its sole discretion, through no cause or fault of Contractor, become unavailable whether such Person should be allowed to perform the Work. Owner, Contractor in its sole discretion, shall immediately provide replacement Key Personnelhave the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance substance and manner of the Work of that Work Order. However, any and all Screening Measures performed by Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisionsthis Section conform fully to applicable Law. Contractor shall submit to Owner for approval a set of work rules that applies to all Contractor and Subcontractor employees. This set of work rules shall establish Contractor’s and Subcontractor’s disciplinary action policy and hiring and termination policy. This policy shall detail the actions to be taken by Contractor and Subcontractors for acts of misconduct, article 3negligence and incompetence of their employees. The disciplinary action program shall be progressive up to termination and the barring of employee from future employment.

Contractor’s Personnel. All employees or other personnel made available by the Contractor to provide services or carry out any other obligations hereunder shall be deemed, for the purposes of this SLA, to be employees of the Contractor. The Contractor shall provide all personnel be responsible for the professional, functional and Subcontractor personnel necessary technical competence of its employees, and will select reliable and competent individuals who will perform effectively in the implementation of the SLA. The qualifications of any employee whom the Contractor may assign to provide the Work authorized services or carry out any other obligations under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, ifSLA, in particular the State's opinion, team leads and the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualificationsshall be substantially the same, or release Key Personnel whose skill sets/better, than the qualifications are no longer neededof those employees specified in the Proposal. Employees assigned by the Contractor to provide services or carry out any other obligation hereunder shall not be unreasonably withdrawn or replaced, if especially in the case of its Project Manager and team leads. If the Contractor intends to make such withdrawal or replacement, the Contractor will provide UNAIDS with as much advance approval written notice as possible of such intent to withdraw or replace an employee assigned to minimize the impact on the services and in writing a manner that will not adversely affect or interrupt the performance of any services or other obligations under the Statement of Work. In the case of resignation of an employee of the Contractor, the Contractor shall notify UNAIDS as soon as the resignation notice is received from such employee. In the Statecase of an employee no longer being able to provide services or carry out any other obligation hereunder for a cause not within the Contractor’s control, the Contractor shall notify UNAIDS as soon as possible following the occurrence of any such event and shall take immediate steps to replace such employee. UNAIDS may, at any time, request in writing the withdrawal and replacement of any of the Contractor’s employees performing any services or carrying out any obligations for reasons of unacceptable conduct or for reasons of unacceptable performance. UNAIDS will provide reasons for such requests. Any request by UNAIDS for withdrawal and replacement of any employee assigned by the Contractor to provide services or carry out any other obligation shall not be considered as termination, in whole or in part, of this SLA but the Contractor shall not be responsible for the impact such request may have on the affected project. The Contractor’s employees shall not introduce or install any software, tools or utilities whatsoever, including but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable any of UNAIDS computer equipment without the prior approval of the UNAIDS Project Manager. If Neither shall they under any of the Key Personnel identified as specified in an authorized Work Order terminate circumstances connect their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable own computers to the State's UNAIDS computer network. Nor shall they introduce any magnetic or optical information technology storage media into UNAIDS computer equipment, or download any program or file whatsoever from the Internet into UNAIDS computer equipment, unless such actions are routine or authorized information technology management and maintenance procedures, using files or media from a known and approved source such as the official providers of application, database or utility software, or such actions have been expressly approved by the UNAIDS Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. A. Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. . B. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Task Orders. . C. Contractor’s Project Manager shall: Serve as the primary contact with the StateAOC’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; needed;‌‌ Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. performed.‌ D. The State AOC reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the StateAOC's opinion, the performance of Key Personnel is unsatisfactory. The State AOC agrees to provide Notice to Contractor in the event it makes such a determination. If the State AOC exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. . E. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Task Orders. . F. Contractor shall ensure that the same Key Personnel named in Work Task Orders are retained during the performance of the Work of that Work Task Order. However, Contractor may, with approval of the StateAOC’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the StateAOC’s Project Manager. . G. If any of the Key Personnel identified as specified in an authorized Work Task Order terminate their employment during the period of performance of a Work Task Order, Contractor will provide a substitute acceptable to the StateAOC's Project Manager. . H. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the StateAOC, the State AOC may terminate this Agreement or the applicable Work Task Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. Contractor CONTRACTOR shall provide all personnel employ and Subcontractor personnel necessary to provide the Work authorized assign for services under this AgreementAGREEMENT a sufficient number of regular and substitute drivers based on projected basic and supplementary transportation, taking into account the current driver absence rates. Contractor and/or CONTRACTOR shall be solely responsible for hiring and discharging its Subcontractors employees. DISTRICT shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves have the right to disapprove the continuing assignment request removal of any Key Personnel provided of CONTRACTOR’s employees from providing services under this AgreementAGREEMENT. CONTRACTOR shall comply with the request provided that such request is made in writing with the reasons set forth and provided that such request does not violate any laws against discrimination. The DISTRICT’s rights specified in this subsection shall be subject to any collective bargaining agreement between the CONTRACTOR and a deemed certified collective bargaining representative. Further, ifDISTRICT’s rights specified in this subsection, maybe subject to review by the National Labor Relations Board. Drivers currently employed by DISTRICT immediately prior to the start of the operations provided for in this AGREEMENT shall be given preference in filling similar positions with CONTRACTOR, provided that their past performance has been consistent with CONTRACTOR'S standards; that they are able to pass all screening tests and meet the State's opinionqualifications required for employment by CONTRACTOR; that they accept the original offer of employment by the deadline set by CONTRACTOR; and that they begin employment by no later than the first day of school for the 2016-17 school year. The bus operators clearances, background checks, and driving records shall meet all applicable state and federal laws pertaining to school bus operations. The CONTRACTOR agrees to submit a list of certified drivers to the DISTRICT prior to the start of each school year. CONTRACTOR shall provide copies of the clearances of any employees servicing DISTRICT upon request. Should the DISTRICT require pre-approval of CONTRACTOR employees, the performance DISTRICT shall provide written approval via email with 48 hours from the time the request is made by the CONTRACTOR. CONTRACTOR shall provide an on-site, full-time experienced General Manager/Transportation Supervisor, a full-time Dispatcher/Router, and a part-time Office Administrator, a full-time Maintenance Supervisor/Lead Technician, and a part-time Technician, reasonably acceptable to the DISTRICT, at least one of Key Personnel is unsatisfactory. The State agrees whom shall be available to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightrespond at all times routes are being run, Contractor and who shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during be responsible for the performance of the Work transportation services with sufficient authority delegated by CONTRACTOR with respect to all matters relating to performance of that Work Ordertransportation services. However, Contractor may, with approval CONTRACTOR shall be allowed to staff the operation appropriately to provide on-site supervision when the majority of the Statebus routes are in operation or have returned to the garage. The DISTRICT or a third party contractor of the district shall not hire, re-hire, or otherwise employ any employee of the CONTRACTOR during the term of this agreement or any extension thereof. In the event that a CONTRACTOR employee is hired, re-hired, or otherwise employed by the DISTRICT or third party management vendor during the term of this agreement, the DISTRICT shall provide a $5,000 credit to the CONTRACTOR for each CONTRACTOR employee hired, and $25,000 each for the CONTRACTOR’s Project General Manager, introduce substitute Key Personnel with specific skill setsDispatcher/qualificationsRouter, or release Key Personnel whose skill sets/qualifications are no longer neededTechnician. In the event that a court of law, if advance approval in writing is received from state employment commission, or an arbitrator enters a ruling requiring CONTRACTOR to adjust the State’s Project Manager. If any proposed wage or benefits package, the parties agree to meet and review the requirements of the Key Personnel identified ruling and will negotiate in good faith to adjust the costs as specified outlined in Schedule A to accommodate the requirements. Prior to CONTRACTOR’s offer of employment to an authorized Work Order terminate their applicant who may provide services pursuant to this Agreement, CONTRACTOR must conduct an employment during history review in compliance with the period provisions set forth in Section 111.1 of performance the Pennsylvania Public School Code of a Work Order1949, Contractor will provide a substitute acceptable as amended. Prior to CONTRACTOR’s assignment of an existing employee to perform services pursuant to this Agreement, CONTRACTOR must conduct an employment history review in compliance with the State's Project Managerprovisions set forth in Section 111.1 of the Pennsylvania Public School Code of 1949, as amended. If CONTRACTOR must inform the Superintendent of the DISTRICT of any Key Personnel become unavailable or are disapproved and Contractor caninstance pertaining to any aspect of child abuse as set forth in Section 111.1 of the Pennsylvania Public School Code prior to assigning an employee of CONTRACTOR to perform work pursuant to this Agreement. Employees of CONTRACTOR shall not furnish a replacement acceptable perform work pursuant to the State, the State may terminate this Agreement or until each employee has complied with the mandatory background check requirement for criminal history and child abuse as set forth in both in Section 111 of the Pennsylvania Public School Code of 1949, as amended and the Pennsylvania Child Protective Services law and the results of the screening process have been reviewed by the Superintendent of the DISTRICT. CONTRACTOR agrees that it will comply with all of the applicable Work Order for causerequirements set forth in the Pennsylvania Child Protective Services law; Sections 111, pursuant to Exhibit A - Standard Provisions111.1 and 1205.6 of the Pennsylvania Public School Code of 1949, article 3as amended.

Contractor’s Personnel. All personnel assigned by Contractor to perform under this Agreement shall be subject to continuous approval by the District. All persons employed to operate the Contractor's buses must receive prior approval from the District, and prior to employment, the individuals must meet all qualifications established by state and District authorities. The Contractor agrees to immediately remove any operator who, in the opinion of the District, does not meet applicable standards. The Contractor may, without prior approval of the District, remove any operator whom it deems to be performing unsatisfactorily. It is further agreed that the drivers, and their assignment to specific routes, shall be subject to District approval. The Contractor agrees to train each driver in safe operation of school buses at the Contractor's expense. The Contractor shall provide all personnel and Subcontractor personnel necessary insure that newly licensed drivers receive the minimum training, supplemented by route familiarization prior to being assigned to District service. Should a driver's performance become unacceptable to the District, the Contractor shall be notified by telephone, with written confirmation to follow, that the driver must be withdrawn from service. When the District elects to have a driver withdrawn from service, the Contractor will be permitted a reasonable time to provide a replacement. In the Work authorized event safety is a factor, as determined by the District, the driver will be removed immediately and a substitute utilized until such time as the Contractor can provide an acceptable replacement. Drivers assigned to buses transporting handicapped pupils shall be given special training, by the Contractor, which includes techniques of handling such pupils. This instruction shall be provided prior to such assignments and shall be given with the assistance of District personnel. The Contractor shall designate one person as Operations Manager who will be available during all regular working hours of school days. The Contractor's designee shall have the full authority to act on Contractor's behalf. The Contractor shall provide, in addition to regular bus drivers and qualified substitutes in sufficient numbers to maintain all route operation, a Terminal Manager, an Administrative Assistant, a Safety & Training Supervisor, a Dispatcher, working Fleet Maintenance Supervisor, a Maintenance Technician. The District's right of removal under this section shall only mean that the District may require Contractor to remove an employee from service under this Agreement; such removal shall not dictate Contractor's employment decisions and Contractor shall have complete discretion regarding the termination or transfer of removed employees. Prior to any employee of Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), performing any service or work pursuant to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience submit to the District and skillsobtain the District’s written approval of such employee’s criminal background check report from the Colorado Bureau of Investigation. (a) governing the use and redisclosure of personally identifiable information from education records. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Without limiting the foregoing the Contractor shall ensure that none of its employees shall disclose any personally identifiable information to any other party without the same Key Personnel named in Work Orders are retained during the performance prior consent of the Work parent or eligible student, and may use such personally identifiable information only for the purposes for which the disclosure was made, and shall otherwise comply with all applicable Federal and State laws governing confidentiality of that Work Order. Howeverrecords and information, Contractor mayincluding without limitation FERPA, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If Colorado Open Records Act (XXXX) and any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable and all other laws pertaining to the State's Project Manager. If protection of information regarding students and/or their families, and shall safeguard any Key Personnel become unavailable personally identifiable information that is protected under FERPA or are disapproved and XXXX, that the Contractor cannot furnish or any employee of Contractor has use of or has in its or his or her possession while performing services as a replacement acceptable to the State, the State may terminate “school official” under this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3Agreement.

Contractor’s Personnel. Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Task Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Task Orders. Contractor shall ensure that the same Key Personnel named in Work Task Orders are retained during the performance of the Work of that Work Task Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Task Order terminate their employment during the period of performance of a Work Task Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Task Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. Contractor shall provide all personnel comply with applicable labor and immigration Laws that may impact Contractor's Work under this Agreement, including the Immigration Reform and Control Act of 1986 and Form I-9 requirements. Contractor shall perform the required employment eligibility and verification checks and maintain the required employment records. Contractor acknowledges and agrees that it is responsible for conducting “[**]” in this Exhibit 10.02 indicates material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. adequate screening of its employees and agents prior to starting the Work. By providing an employee or Subcontractor personnel necessary under this Agreement, Contractor warrants and represents that the Screening Measures with respect to provide the Work authorized such employee or Subcontractor have been completed and that such Screening Measures did not reveal any information that could adversely affect such employee's or Subcontractor's suitability for employment or engagement by Contractor or competence or ability to perform duties under this Agreement. Contractor and/or its Subcontractors shall provide certain Key PersonnelIf in doubt whether a suitability, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this rightcompetence or ability concern exists, Contractor shall immediately assign replacement Key Personneldiscuss with Owner the relevant facts and Owner shall determine, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Projectin its sole discretion, through no cause or fault of Contractor, become unavailable whether such Person should be allowed to perform the Work. Owner, Contractor in its sole discretion, shall immediately provide replacement Key Personnelhave the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance substance and manner of the Work of that Work Order. However, any and all Screening Measures performed by Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisionsthis Section conform fully to applicable Law. Contractor shall submit to Owner for approval a set of work rules that applies to all Contractor and Subcontractor employees. This set of work rules shall establish Contractor's and Subcontractor's disciplinary action policy and hiring and termination policy. This policy shall detail the actions to be taken by Contractor and Subcontractors for acts of misconduct, article 3negligence and incompetence of their employees. The disciplinary action program shall be progressive up to termination and the barring of employee from future employment.

Contractor’s Personnel. A. Contractor shall provide all personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. . B. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Task Orders. . C. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. . D. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. . E. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Task Orders. . F. Contractor shall ensure that the same Key Personnel named in Work Task Orders are retained during the performance of the Work of that Work Task Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. . G. If any of the Key Personnel identified as specified in an authorized Work Task Order terminate their employment during the period of performance of a Work Task Order, Contractor will provide a substitute acceptable to the State's Project Manager. . H. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Task Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. 3.3.1 Unless otherwise agreed in the Special Terms of the Contract, the Contractor shall, within 7 days after receipt of the commencement notice, submit to the Supervisor the report for management structure of the Contractor's project and personnel arrangement at the Construction Site, which shall include but limited to the list of contract management, construction, technology, material, quality, safety, financial and other main construction management personnel and positions and registered practising qualifications thereof, and arrangement of technical workers of various types of work, and shall submit evidence of labour relationship between main construction management personnel and the Contractor and valid evidence of contributing social insurance. 3.3.2 The main construction management personnel dispatched by the Contractor to the Construction Site shall be relatively stable. In case of any change in the construction process, the Contractor shall promptly submit to the Supervisor the report about the change in personnel at the Construction Site. If the Contractor replaces the main construction management personnel, it shall notify the Supervisor in writing 7 days and obtain the written consent of the Project Owner. The notice shall set forth the registered practising qualification, management experience and other information of the successor personnel. ​ ​ ​ ​ ​ Workers involved in a special type of work shall possess the corresponding qualification certificate and the Supervisor may check at any time. 3.3.3 If the Project Owner has any objection to the qualification or competency of the main construction management personnel of the Contractor, the Contractor shall provide all materials proving that the questioned personnel and Subcontractor personnel necessary to provide the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), is competent to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s its job duties or the circumstance questioned by the Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determinationOwner does not exist. If the State exercises this rightProject Owner requires to replace the main construction management personnel who are unable to perform duties and obligations as provided under the Contract, the Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skillsreplace such personnel. If any the Contractor refuses to replace the personnel without justifiable reason, it shall be liable for breach following the provisions of Key Personnel assigned to a Projectthe Special Terms of the Contract. 3.3.4 Unless otherwise agreed in the Special Terms of the Contract, through no cause or fault if the Contractor's main construction management personnel leaves the Construction Site for less than 5 days accumulatively per month, the Contractor shall report the Supervisor and obtain its consent; if for more than 5 days, the Contractor shall notify the Supervisor and obtain the written consent of Contractorthe Project Owner. Before the main construction management personnel leaves the Construction Site, become unavailable there shall be experienced personnel who temporarily performs the duties on his behalf. Such personnel shall have the qualification and ability to perform Workcorresponding duties and obtain the consent of the Supervisor or the Project Owner. 3.3.5 If the Contractor replaces the main construction management personnel without permission, or the above personnel leaves the construction site without the consent of the Supervisor or the Project Owner, the Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that be liable for breach following the same Key Personnel named in Work Orders are retained during the performance provisions of the Work of that Work Order. However, Contractor may, with approval Special Terms of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Order, Contractor will provide a substitute acceptable to the State's Project Manager. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3Contract.

Contractor’s Personnel. The successful Contractor will provide a pool of skilled/professional personnel required to perform the contract which should allow for replacements in the event of absenteeism or disciplinary removal. Leave shall not be an acceptable reason for a break in operations, thus it is the responsibility of the Contractor to identify required replacements/relievers well in advance. The Contractor will have sole responsibility for all logistical, administrative and maintenance support necessary to its personnel for the duration of the contract with no responsibility and liability on the part of the UNDP. This shall include the following: All charges related to its personnel including all incidental to the performance of its statutory obligations under this contract including taxes, work permits, workmen’s compensation, security, medical, leave and wages. Wages included in the contractor’s bid may be reviewed based on proof of minimal wage scales from the Government. The Contractor shall provide maintain records of payment and, upon UNDPs request shall present proof of compliance and payments; The Contractor will comply with all personnel applicable laws, rules and Subcontractor personnel necessary regulation in force in Puntland State of Somalia which deal with or relate to provide the Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor performance and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan , particularly with regard to discipline and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performedsecurity. The State UNDP reserves the right to disapprove request for the continuing assignment removal or replacement of any Key Personnel provided under of the Contractor’s personnel if these standards are not observed; On Award, the Contractor will submit to UNDP a full list of details and documents of the entire designated staff and vehicles to be used during the term of contract. Such lists shall be updated as required and failure to observe this Agreementprovision will result in denial of access to the UNCC. The Contractor’s proposed staff will be subject to vetting by the UN Department of Safety and Security (UNDSS) prior to deployment and during the contractual period; All Contractor’s personnel engaged on the contract must be over 18 years of age, ifof good health and must submit a certificate of good health issued by a medical doctor. They must also submit a certificate of good conduct issued by the relevant authority in Puntland. The UN is a gender balanced organization and therefore, in principle encourages deployment of staff (male/female) at a balanced ratio based on the State's opinionrequirements defined in the TOR. UNDP expects the principles of equality in terms of pay and rights to prevail. Supervision of Contractors’ personnel in the conduct of their duties to ensure efficient and effective service delivery, the performance including staff discipline and preparation of Key Personnel is unsatisfactoryduty rosters. Staff shall report on duty on time and will not be under due influence of khat, drugs, alcohol or any other substances. They must be client oriented and display professionalism, cultural, gender, religious and race sensitivity whilst discharging duties. The State agrees UNDP reserves the right to request the removal or replacement of any of the Contractor’s personnel if these standards are not observed; Provide uniforms for its staff and ensure that staff arrive at work well-groomed complete with photo ID. Uniforms shall be in respectable condition, fitted properly, cleaned and pressed to present a professional appearance. Clean uniforms must be worn daily and the highest standards of personal cleanliness, hygiene and neatness observed at all times. Appropriate protective gear will be worn where necessary. The number of uniforms issued per person per year and cost of these items should be reflected in the financial Bid; Set up and maintain an office for the Contractor’s staff within the UN compound. UNDP shall provide Notice space for this purpose but the Contractor shall be responsible for the furnishing and equipping of the facility Provide life, disability, medical and MEDEVAC/CASEVAC insurance. The UN will assist with medical emergencies wherever possible, but it is understood and agreed that the UN is not obliged to Contractor do so; The welfare and evacuation of Contractor’s international staff (if any) from Somalia in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the performance of the Work of that Work Order. However, Contractor may, with approval of the State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the period of performance of a Work Ordersecurity breakdown; Organization of in-country transport for its operations and travel, Contractor will provide a substitute acceptable cost of documentation, work permits for its staff and the payment of any associated costs in relation to staff leave. Adequate communications between the State's Project ManagerContractor’s staff and UNDP. If any Key Personnel become unavailable or are disapproved and Contractor cannot furnish a replacement acceptable to the State, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3This network shall include mobile phone communications.