Common use of EMPLOYEES OF THE SUPPLIER Clause in Contracts

EMPLOYEES OF THE SUPPLIER. The Employees utilised by the Supplier to render the Services to the Customer will comprise of the Employees in number, name and/or credentials as set out in the Proposal, which Employees may be substituted from time to time by agreement between the Parties. Where the Customer is of the view that the Supplier has failed to dedicate a sufficient number of suitably qualified and trained Employees to render the Services or execute the Project in accordance with the timelines and or Standard of Performance (if any) contained in this Agreement, the Customer reserves the right to intervene and to instruct the Supplier to allocate additional resources to the Services or Project at no additional cost. Where the Supplier is providing resources to the Customer that are being paid for on a time and materials basis, the Customer further reserves the right to instruct the supplier to remove any redundant or over qualified Employees from the Services or Project. In providing the Services or executing the Project, the Supplier will use all reasonable endeavours to ensure that the Employees provide the Services or execute the Project with minimal disruption to the Customer and its personnel. The Customer may request the Supplier to replace an Employee who is incapable of achieving the Specified Objectives, or alternatively cannot meet the Standards of Performance (if any) set out in Schedule D or in the relevant SOW. Should it at any time become necessary to replace an Employee, either on request from the Customer or for any other reason, the Supplier will immediately remove the employee and within a maximum of 30 (thirty) days, or such alternative period as may be agreed between the Parties, substitute such Employee with an Employee that has similar skills, experience and qualifications. The Supplier will use reasonable endeavors to ensure the availability of its Employees approved by the Customer for purposes of providing the Services for the full Duration of the relevant SOW. Should any of the Supplier’s Key Personnel no longer be available to render the Services or execute the Project after the Effective Date, the Customer reserves the right to conduct a thorough assessment of the substitute Key Personnel proposed by the Supplier and if, in the Customer’s sole discretion, the Services or Project will be adversely affected through such substitution, the Customer may summarily terminate this Agreement, or the relevant SOW. From time to time during the Duration of this Agreement, the Supplier or the Customer may propose changes to the scope of the Services or the Project. Should any changes be proposed to the scope of the Services or the Project by the Supplier, the reasons for the change and the anticipated impact of such changes, including any price- and/or service implications, must be clearly set out in a change document. The Customer may either accept or reject the proposed change within 10 (ten) Business Days of receiving the written request from the Supplier. Where the Customer rejects a change proposed by the Supplier and such proposed change arose as a result of a negligent act or omission solely attributable to the Supplier, the Supplier will have no recourse against the Customer in the event that the Customer’s refusal to accept the change, results in the Supplier’s inability to produce the requisite Deliverables. Should any changes be proposed to the scope of the Services or the Project by the Customer, the Supplier will provide the Customer with a written response setting out the anticipated impact of such changes on the Services or Project, including any price- and/or service implications within 10 (ten) Business Days, or any longer period the Parties may agree to, of receiving the written request from the Customer. No changes or additions to the scope of the Services or Project will be effective or binding on the Parties unless the proposed change is reduced to writing and signed by authorised representatives of both Parties. Pending written agreement the Parties will continue to perform their obligations without taking account of the proposed changes. Neither Party will be obliged to agree to any change proposed by the other Party but the Parties will not without valid reasons withhold their agreement to a proposed change.

EMPLOYEES OF THE SUPPLIER. The Employees utilised by the Supplier to render the Services to the Customer will comprise of the Employees in number, name and/or credentials as set out in the Proposal, which Employees may be substituted from time to time by agreement between the Parties. Where the Customer is of the view that the Supplier has failed to dedicate a sufficient number of suitably qualified and trained Employees to render the Services or execute the Project in accordance with the timelines and or Standard of Performance (if any) contained in this Agreement, the Customer reserves the right to intervene and to instruct the Supplier to allocate additional resources to the Services or Project at no additional cost. Where the Supplier is providing resources to the Customer that are being paid for on a time and materials basis, the Customer further reserves the right to instruct the supplier to remove any redundant or over qualified Employees from the Services or Project. In providing the Services or executing the Project, the Supplier will use all reasonable endeavours to ensure that the Employees provide the Services or execute the Project with minimal disruption to the Customer and its personnel. The Customer may request the Supplier to replace an Employee who is incapable of achieving the Specified Objectives, Objectives or alternatively cannot meet the Standards of Performance (if any) set out in Schedule D or in the relevant SOW. D. Should it at any time become necessary to replace an Employee, either on request from the Customer or for any other reason, the Supplier will immediately remove the employee Employee and within a maximum of 30 (thirty) days, or such alternative period as may be agreed between the Parties, substitute such Employee with an Employee that has similar skills, experience and qualifications. The Supplier will use reasonable endeavors to ensure the availability of its Employees approved by the Customer for purposes of providing the Services for the full Duration of the relevant SOWAgreement. Should any of the Supplier’s Key Personnel no longer be available to render the Services or execute the Project after the Effective Date, the Customer reserves the right to conduct a thorough assessment of the substitute Key Personnel proposed by the Supplier and if, in the Customer’s sole discretion, the Services or Project will be adversely affected through such substitution, the Customer may summarily terminate this Agreement, or the relevant SOW. From time to time during the Duration of this Agreement, the Supplier or the Customer may propose changes to the scope of the Services or the Project. Should any changes be proposed to the scope of the Services or the Project by the Supplier, the reasons for the change and the anticipated impact of such changes, including any price- and/or service implications, must be clearly set out in a change document. The Customer may either accept or reject the proposed change within 10 (ten) Business Days of receiving the written request from the Supplier. Where the Customer rejects a change proposed by the Supplier and such proposed change arose as a result of a negligent act or omission solely attributable to the Supplier, the Supplier will have no recourse against the Customer in the event that the Customer’s refusal to accept the change, results in the Supplier’s inability to produce the requisite Deliverables. Should any changes be proposed to the scope of the Services or the Project by the Customer, the Supplier will provide the Customer with a written response setting out the anticipated impact of such changes on the Services or Project, including any price- and/or service implications within 10 (ten) Business Days, or any longer period the Parties may agree to, of receiving the written request from the Customer. No changes or additions to the scope of the Services or Project will be effective or binding on the Parties unless the proposed change is reduced to writing and signed by authorised representatives of both Parties. Pending written agreement the Parties will continue to perform their obligations without taking account of the proposed changes. Neither Party will be obliged to agree to any change proposed by the other Party but the Parties will not without valid reasons withhold their agreement to a proposed change.

EMPLOYEES OF THE SUPPLIER. The Employees utilised by the Supplier to render the Services to the Customer will comprise of the Employees in number, name and/or credentials as set out in the Proposal, which Employees may be substituted from time to time by agreement between the Parties. Where the Customer is of the view that the Supplier has failed to dedicate a sufficient number of suitably qualified and trained Employees to render the Services or execute the Project in accordance with the timelines and or Standard of Performance (if any) contained in this Agreement, the Customer reserves the right to intervene and to instruct the Supplier to allocate additional resources to the Services or Project at no additional cost. Where the Supplier is providing resources to the Customer that are being paid for on a time and materials basis, the Customer further reserves the right to instruct the supplier to remove any redundant or over qualified Employees from the Services or Project. In providing the Services or executing the Project, the Supplier will use all reasonable endeavours to ensure that the Employees provide the Services or execute the Project with minimal disruption to the Customer and its personnel. The Customer may request the Supplier to replace an Employee who is incapable of achieving the Specified Objectives, or alternatively cannot meet the Standards of Performance (if any) set out in Schedule D or in the relevant SOW, provided the Customer has not exercised its discretion to issue a new requirement to all of the applicable suppliers on the panel. Should it at any time become necessary to replace an Employee, either on request from the Customer or for any other reason, the Supplier will immediately remove the employee and within a maximum of 30 (thirty) days, or such alternative period as may be agreed between the Parties, substitute such Employee with an Employee that has similar skills, experience and qualifications. The Supplier will use reasonable endeavors endeavours to ensure the availability of its Employees approved by the Customer for purposes of providing the Services for the full Duration of the relevant SOW. Should any of the Supplier’s Key Personnel no longer be available to render the Services or execute the Project after the Effective Date, the Customer reserves the right to conduct a thorough assessment of the substitute Key Personnel proposed by the Supplier and if, in the Customer’s sole discretion, the Services or Project will be adversely affected through such substitution, the Customer may summarily terminate this Agreement, or the relevant SOW. From time to time during the Duration of this Agreement, the Supplier or the Customer may propose changes to the scope of the Services or the Project. Should any changes be proposed to the scope of the Services or the Project by the Supplier, the reasons for the change and the anticipated impact of such changes, including any price- and/or service implications, must be clearly set out in a change document. The Customer may either accept or reject the proposed change within 10 (ten) Business Days of receiving the written request from the Supplier. Where the Customer rejects a change proposed by the Supplier and such proposed change arose as a result of a negligent act or omission solely attributable to the Supplier, the Supplier will have no recourse against the Customer in the event that the Customer’s refusal to accept the change, results in the Supplier’s inability to produce the requisite Deliverables. Should any changes be proposed to the scope of the Services or the Project by the Customer, the Supplier will provide the Customer with a written response setting out the anticipated impact of such changes on the Services or Project, including any price- and/or service implications within 10 (ten) Business Days, or any longer period the Parties may agree to, of receiving the written request from the Customer. No changes or additions to the scope of the Services or Project will be effective or binding on the Parties unless the proposed change is reduced to writing and signed by authorised representatives of both Parties. Pending written agreement the Parties will continue to perform their obligations without taking account of the proposed changes. Neither Party will be obliged to agree to any change proposed by the other Party but the Parties will not without valid reasons withhold their agreement to a proposed change.