Common use of Key Personnel Clause in Contracts

Key Personnel. The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. The Contractor’s organizational structure 11.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 11.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier notifies the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond Authority within ten (10) 5 working days of receiving any change. 11.3 The Supplier shall inform the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve Authority of the replacement identity and background of a Key Personnel, Contractor shall allow any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel to be replaced and as soon as a suitable replacement has been identified. 11.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 15 consecutive Working Days. Any replacement shall work together full timebe as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 11.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 11.6 If the Supplier replaces the Key Personnel as a consequence of this clause 11, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. 41.3.1 The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Deployed Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role (which shall be at least for the expected duration of the Workrole set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel Authority considers in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner respect unsatisfactory and the overall quality Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) replacing any member appointed to a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrole.

Key Personnel. The Contractor’s organizational structure 11.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 11.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnelthe Services in respect of which the individual was engaged has been completed to the Authority’s satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier notifies the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond Authority within ten (10) 5 working days of receiving any change. 11.3 The Supplier shall inform the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve Authority of the replacement identity and background of a Key Personnel, Contractor shall allow any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel to be replaced and as soon as a suitable replacement has been identified. 11.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 15 consecutive Working Days. Any replacement shall work together full timebe as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 11.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person’s responsibilities. 11.6 If the Supplier replaces the Key Personnel as a consequence of this clause 11, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. GUIDANCE: Key Personnel will be those employees of the SERVICE PROVIDER who are important or valuable to the project because they have a pivotal role. Changes to such personnel, particularly at certain critical points in the contract, will have a disproportionate effect on its success. The Contractor’s organizational structure following provisions are aimed at securing that information and also ensuring that any Key Personnel or replacement to any Key Personnel are suitable. The CLIENT will need to consider which of the SERVICE PROVIDER’S personnel it wants to be made subject to these provisions and include them in the list of Key Personnel at Schedule 12. This list should be limited to key roles within the requirement 15.1 The Parties have agreed to the appointment of the Key Personnel. The SERVICE PROVIDER shall and shall procure that any Sub-Contractor shall obtain the prior written consent of the CLIENT before removing or replacing any Key Personnel during the Contract Period, and written notice must be provided by the SERVICE PROVIDER of its intention to replace Key Personnel within a minimum of three (3) Working Days of the SERVICE PROVIDER becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). 15.2 The CLIENT shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the SERVICE PROVIDER or sub-contractor. The CLIENT may interview the candidates for Key Personnel positions before they are appointed. 15.3 The SERVICE PROVIDER acknowledges that the Key Personnel are essential to the proper provision of the Services to the CLIENT. Unless otherwise agreed in writing between the Parties, the SERVICE PROVIDER shall ensure that the role of any Key Personnel is not vacant for any longer than three (3) Working Days and that any replacement for any Key Personnel shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks previously assigned to the Key Personnel. 15.4 The SERVICE PROVIDER shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role unless the CLIENT otherwise gives its prior Approval. To the extent that it can do so without disregarding its statutory obligations, the SERVICE PROVIDER shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. 15.5 The CLIENT may identify any of the WorkStaff as Key Personnel, who will then be included on the list of Key Personnel by the SERVICE PROVIDER. 15.6 The CLIENT may also require the SERVICE PROVIDER to remove any Key Personnel that the CLIENT considers in any respect unsatisfactory. The CLIENT shall not be liable for the cost of replacing any Key Personnel. 15.7 The SERVICE PROVIDER shall use its best endeavours to ensure that the Key Personnel are contactable during Working Hours. 15.8 Subject to Clause 15.9, the SERVICE PROVIDER shall provide the CLIENT with a replacement to cover any periods of planned or unplanned absence of the Key Personnel. 15.9 If any of the Key Personnel shall hold be prevented by illness or injury from performing the positions indicated Services, the SERVICE PROVIDER shall report the fact to the CLIENT in Exhibit K. Contractor acknowledges accordance with the CLIENT'S policy in relation to such absence as notified to the SERVICE PROVIDER by the CLIENT from time to time and, in the case of an absence of uncertain duration, shall keep the CLIENT informed of its expected duration. Unless otherwise agreed in writing between the Parties, if the absence through illness or injury continues for more than [five (5) consecutive days], the SERVICE PROVIDER shall provide the CLIENT with a replacement for the period of absence. 15.10 The Parties agree that any costs of a change in Key Personnel under Clause 15 and agrees that the continuity any costs related to or associated with such a change of Key Personnel in connection with (including, but not limited to, the Work is a material requirement of this Agreement and that the replacement costs of any Key Personnel handover) will be detrimental to Owner agreed in writing by the CLIENT and borne in full by the overall quality of the WorkSERVICE PROVIDER. The Key Personnel will costs referred to in this Clause shall be engaged full-time and exclusively in paid by the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions SERVICE PROVIDER to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementCLIENT on demand.]

Key Personnel. The Contractor’s organizational structure for the performance a. CONSULTANT shall not change any of the Work is provided key personnel listed in Exhibit K. Prior “A” without prior written notice to, and written approval by, District, unless said personnel cease to be employed by CONSULTANT. In either case, District shall be allowed to interview and approve replacement personnel.‌ b. CONSULTANT has been selected to perform the commencement work herein because of the Workskills and expertise of key individuals. Services under this AGREEMENT shall be performed only by competent personnel under this supervision of and/or in the employment of the CONSULTANT. CONSULTANT shall conform to DISTRICT’s reasonable requests regarding assignment of personnel. All personnel, including those assigned at DISTRICT’s request, shall be supervised by CONSULTANT. c. CONSULTANT shall not change any of the Key Personnel key personnel without prior written approval by the DISTRICT, unless said personnel cease to be employed by CONSULTANT. In either case, DISTRICT shall hold the positions indicated in Exhibit K. Contractor acknowledges be allowed to interview and approve replacement personnel. CONSULTANT agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement reassignment of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in listed personnel during the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel AGREEMENT period shall only be made with persons having qualifications equal to or better than those replaced or added to, other professional personnel who have equivalent experience and shall require prior consultation and written approval by the DISTRICT. Any costs associated with reassignment of personnel shall be similarly subject to Owner’s prior approval. All requests borne exclusively by CONSULTANT and CONSULTANT shall not charge the DISTRICT for the substitution cost of Key Personnel training or “bringing up to speed” replacement personnel. d. Approved SUB-CONSULTANTS shall include a detailed explanation and reason for not be changed without the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its prior written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full timeDISTRICT. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor CONSULTANT shall promptly remove obtain written DISTRICT approval of any replacement or new SUB-CONSULTANT working on this project. Nothing in this Agreement shall create any contractual relation between the DISTRICT and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give SUB-CONSULTANT employed by the Work a priority and commit sufficient resources CONSULTANT under the terms of this agreement. e. If any designated lead or key person fails to perform to the Work satisfaction of the DISTRICT, then upon written notice the CONSULTANT shall immediately remove that person from the PROJECT and provide a temporary replacement. CONSULTANT shall within fifteen (15) workdays, provide a permanent replacement person acceptable to the DISTRICT. DISTRICT may condition its approval of replacement personnel upon a reasonable transition period wherein new personnel will enable Contractor learn the Program and Projects and get “up to perform its obligations under this Agreementspeed” at CONSULTANT’s cost.

Key Personnel. The Contractor’s organizational structure 10.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 10.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier notifies the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond Authority within ten (10) 5 working days of receiving any change. 10.3 The Supplier shall inform the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve Authority of the replacement identity and background of a Key Personnel, Contractor shall allow any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel to be replaced and as soon as a suitable replacement has been identified. 10.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 15 consecutive Working Days. Any replacement shall work together full timebe as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 10.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 10.6 If the Supplier replaces the Key Personnel as a consequence of this clause 10, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. C.2.1 The ContractorService Provider’s organizational structure Key Personnel for the performance provision of the Work is provided Services are set out in Exhibit K. Prior to the commencement Item 6 of Schedule A. The delivery of the Work, Services shall be undertaken or directly overseen by the Key Personnel. C.2.2 The Service Provider shall not without the prior written approval of the Fund make any changes to the Key Personnel for a particular phase of the Services. C.2.3 The Service Provider shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees undertake all reasonable steps to ensure that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and remain for the overall quality full period of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution relevant phase of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent Services for (a) termination which they are appointed. In the event of a Key Personnel’s employment sickness or other emergencies, the Service Provider must consult with the Contractor Fund, and if required provide suitably qualified and experienced replacement personnel who are acceptable to the Fund without additional charge or its Affiliatesexpense at the earliest possible opportunity. C2.4 If, or (b) a for any other reasons, changes in the Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death become necessary: C2.4.1 in the family reasonable opinion of a the Fund due to such person’s misconduct or repeatedly substandard work, then the Service Provider will provide replacement Key Personnel. Revisions Personnel at the earliest opportunity (or at least within the reasonable time period specified by the Fund) and at no additional cost to the organizational structure of Key Personnel Fund; or C2.4.2 at the Service Provider’s request, then such changes shall be subject to Owner’s prior approval, a minimum of ten working days written notice by the Service Provider to the Fund in the first twenty elapsed working days of the Contract and replacement of, or additions to, such twenty working days written notice any time thereafter and the Key Personnel must be provided at no additional cost to the Fund. C2.5 Subject always to the provisions of Clause C1.1, in the event that the Service Provider having provided the Fund with a number of alternatives is unable to provide replacement Key Personnel with the appropriate skills who are acceptable to the Fund within sufficient time to enable the Service Provider to complete the delivery of the Services on time then the Fund following consultation with the Service Provider may obtain replacement personnel from other sources or terminate the Contract at its discretion. In event of termination the Fund shall only be made with persons having qualifications equal liable for work completed by the Service Provider up to the date of the termination and any committed costs which can not be mitigated by the Service Provider on receiving the notice of termination. Such termination does not restrict any other rights the Fund may have under this Contract or better by law. C2.6 The parties shall discuss and agree whether a handover period is required and if so for how long (but for no greater than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving working days), whereupon the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor Service Provider shall allow for an overlap of a minimum of two (2) weeks during which provide both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under replacement personnel during this Agreementperiod at no extra charge.

Key Personnel. 19.1 The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Contract Period. Schedule 17 lists the Key Roles and names of the persons whom the Supplier shall hold appoint to fill those Key Roles at the positions indicated Commencement Date. 19.2 The Authority may identify any further roles as being Key Roles and, following agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), the relevant persons selected to fill those Key Roles shall be included in Exhibit K. Contractor acknowledges and agrees that the continuity list of Key Personnel in connection with the Work is a material requirement Personnel. 19.3 The identity of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure each member of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions tothe Approval of the Authority, such Approval not to be unreasonably withheld or delayed. 19.4 The Supplier shall not remove or replace any Key Personnel shall only (including when carrying out its obligations under any Exit Plan) unless: 19.4.1 requested to do so by the Authority; 19.4.2 the person concerned resigns, retires, dies or is on maternity or paternity leave or long-term sick leave; 19.4.3 the person's employment or contractual arrangement with the Supplier or Sub- contractor is terminated for material breach of contract by the employee; or 19.4.4 the Supplier obtains the Authority's Approval (such Approval not to be made with persons having qualifications equal to unreasonably withheld or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for delayed). 19.5 The Supplier shall: 19.5.1 notify the substitution Authority promptly of the absence of any Key Personnel shall include a detailed explanation and reason (other than for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval short-term sickness or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum holidays of two (2) weeks or less), in which case the Supplier shall ensure appropriate temporary cover for that Key Role; 19.5.2 ensure that any Key Role is not vacant for any longer than ten (10) Working Days; 19.5.3 give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least one (1) months' notice; 19.5.4 ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which both incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the performance of the Services; and 19.5.5 ensure that any replacement for a Key Role: (a) has a level of qualifications and experience appropriate to the relevant Key Role; and (b) is fully competent to carry out the tasks assigned to the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementwhom he or she has replaced.

Key Personnel. 14.1 The Contractor’s organizational structure Supplier shall make available the Key Personnel. The Supplier shall provide, in paragraph 3.2 of the Order Form, a list of the names and addresses of all those regarded by the Supplier as key personnel. The Supplier shall, upon request of the Customer from time to time, provide a list of the names and addresses of all other persons who may be at any time concerned with the provision of the Services or any part of such provision. In each case, the Supplier shall specify the capacities in which such key personnel are so concerned and shall provide such other particulars and evidence of identity and other supporting evidence as the Customer shall reasonably require. 14.2 The Customer may, at any time by written notice to the Supplier, designate any person concerned with the provision of the Services, or any part of such provision a key person and such persons shall become Key Personnel for the performance purposes of this Contract. 14.3 The Supplier shall and shall procure that any Sub-contractor shall obtain Approval before removing or replacing any Key Personnel during the Work is provided in Exhibit K. Prior Contract Period. 14.4 The Supplier shall provide the Customer with at least one month's written notice of its intention to replace any member of Key Personnel. 14.5 The Customer shall not unreasonably delay or withhold its consent to the commencement appointment of a replacement for any relevant Key Personnel by the Work, Supplier or Sub-contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. 14.6 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Customer. The Supplier shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees ensure that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement role of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent not vacant for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better any longer than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving Contract Notice Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the resumes with its written approval or detailed comments as previous incumbent and fully competent to why approval is not granted. Should Owner approve of carry out the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both tasks assigned to the Key Personnel whom he or she has replaced. 14.7 The Customer may also require the Supplier to be replaced and the Owner-approved new remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall work together full time. Owner may if it is concerned with not be liable for the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, cost of replacing any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. 10.1 The Contractor’s organizational structure for Key Personnel shall be those people who are identified by the Parties as being key to the success of the performance by the Supplier of its obligations under the Contract and who shall be retained on the performance of the Work Contract for such time as is provided in Exhibit K. Prior necessary for the person to perform the commencement of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental role which has been allocated to Owner and the overall quality of the Workthem. The Key Personnel will shall have the authority to act on behalf of their respective Party on the matters for which they are expressed to be engaged full-time and exclusively in the prosecution responsible. 10.2 The Supplier shall not remove or replace any of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for unless: (a) termination requested to do so by the University; (b) the person is on long-term sick leave or other type of a Key Personnel’s authorised long- term leave (long-term exceeding 3 months); (c) the element of the supply of the Goods or Services in respect of which the individual was engaged has been completed to the University's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a the Supplier obtains the prior written consent of the University. 10.3 The Supplier shall inform the University of the identity and background of any replacements for any of the Key Personnel dying, retiring, resigning, or becoming seriously ill, or as soon as a serious illness or death in the family of a Key Personnelsuitable replacement has been identified. Revisions to the organizational structure of Key Personnel The University shall be subject entitled to Owner’s prior approval, interview any such person and replacement of, or additions to, may object to any such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond proposed appointment within ten (10) days Working Days of receiving being informed of or meeting any such replacement if, in its reasonable opinion, it considers the resumes with proposed replacement to be unsuitable for any reason. 10.4 The Supplier shall ensure that the role of each of its written approval or detailed comments as to why approval Key Personnel is not granted. Should Owner approve vacant (in terms of a permanent representative) for a consecutive period of more than twenty (20) Working Days and a suitably qualified temporary replacement shall be provided with immediate effect from the Supplier or the University becoming aware of the role becoming vacant. 10.5 Any replacement of a Key PersonnelPersonnel appointed pursuant to clause 10.3 shall be as, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. 10.6 The University may require the Supplier to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing remove, or procure the removal of, and Contractor any of its Key Personnel whom the University considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on the supply of the Goods or the performance of the Services. 10.7 If the Supplier replaces the Key Personnel as a consequence of this clause 10, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor’s organizational structure 13.1 Each party shall appoint the persons named as such in 0 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 13.2 The Service Provider shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; or (b) the person is on long-term sick leave; or (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the satisfaction of the Authority; or (d) the person resigns from their employment with the Contractor or its Affiliates, or Service Provider; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Service Provider obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Authority. 13.3 The Service Provider shall inform the Authority of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within 10 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 13.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 10 Working Days. Any replacement shall work together full timebe as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Service Provider or the Authority becoming aware of the role becoming vacant. 13.5 The Authority may if it is concerned with require the performance thereof request in writing Service Provider to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 13.6 If the Service Provider replaces the Key Personnel as a consequence of this clause 13, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementService Provider.

Key Personnel. The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. (i) Prior to the commencement of beginning the Work, Developer shall provide to PacifiCorp, for its approval pursuant to Section 7.13(b)(iii), a list setting forth the name of the proposed natural Person for each Key Personnel shall hold the positions indicated in Exhibit K. position for itself, Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a all Subcontractors performing material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality portions of the Work. The Key Personnel will All employees assigned by Developer to perform any of Developer’s obligations shall be engaged full-time and exclusively in fully qualified to perform the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for tasks assigned them. (aii) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of All Key Personnel shall be subject present on the Site during working hours and at all times the Work is in progress during the times relevant to Ownerthe Key Personnel’s prior approvalduties are applicable to the Work, and replacement of, any orders or additions to, instructions which PacifiCorp or PacifiCorp’s Representative may give to such Key Personnel shall only be made with persons having qualifications equal deemed to or better than those replaced or added to, and have been given to Developer. (iii) The appointment of every Key Personnel provided for in Section 7.13(a) shall be similarly subject to Ownerthe approval of PacifiCorp or PacifiCorp’s prior approvalRepresentative, such approval to be in the discretion of PacifiCorp or PacifiCorp’s Representative. All requests for the substitution of Appendix H shall be amended to list all Key Personnel approved by PacifiCorp or PacifiCorp’s Representative pursuant to this Section 7.13(b)(iii). (iv) Developer shall include a detailed explanation give PacifiCorp fifteen (15) days advance written notice in the event Developer intends to remove or change any of its Key Personnel assigned to the Project or to reassign any such Key Personnel to another project. PacifiCorp shall give due consideration to any request by Developer and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten fifteen (1015) days to any such requests. Developer shall not remove, change or reassign any of receiving its Key Personnel assigned to the resumes with Project without the prior written consent of PacifiCorp, such consent to be in its written approval or detailed comments as discretion, and then only if a suitable replacement for such representative has been approved by PacifiCorp prior to why approval is not granted. Should Owner the removal of such representative. (v) PacifiCorp shall have the right to approve of the replacement of a Developer’s senior staff on Site (in addition to its Key Personnel), Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, of any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementof Contractor’s or any Subcontractor’s personnel.

Key Personnel. 10.1 The Contractor’s organizational structure for Key Personnel shall be those people who are identified by the Parties as being key to the success of the performance by the Supplier of its obligations under the Contract and who shall be retained on the performance of the Work Contract for such time as is provided in Exhibit K. Prior necessary for the person to perform the commencement of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental role which has been allocated to Owner and the overall quality of the Workthem. The Key Personnel will shall have the authority to act on behalf of their respective Party on the matters for which they are expressed to be engaged full-time and exclusively in the prosecution responsible. 10.2 The Supplier shall not remove or replace any of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for unless: (a) termination requested to do so by the University; (b) the person is on long-term sick leave or other type of a Key Personnel’s authorised long-term leave (long-term exceeding 3 months); (c) the element of the supply of the Goods or Services in respect of which the individual was engaged has been completed to the University's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a the Supplier obtains the prior written consent of the University. 10.3 The Supplier shall inform the University of the identity and background of any replacements for any of the Key Personnel dying, retiring, resigning, or becoming seriously ill, or as soon as a serious illness or death in the family of a Key Personnelsuitable replacement has been identified. Revisions to the organizational structure of Key Personnel The University shall be subject entitled to Owner’s prior approval, interview any such person and replacement of, or additions to, may object to any such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond proposed appointment within ten (10) days Working Days of receiving being informed of or meeting any such replacement if, in its reasonable opinion, it considers the resumes with proposed replacement to be unsuitable for any reason. 10.4 The Supplier shall ensure that the role of each of its written approval or detailed comments as to why approval Key Personnel is not granted. Should Owner approve vacant (in terms of a permanent representative) for a consecutive period of more than twenty (20) Working Days and a suitably qualified temporary replacement shall be provided with immediate effect from the Supplier or the University becoming aware of the role becoming vacant. 10.5 Any replacement of a Key PersonnelPersonnel appointed pursuant to clause 10.3 shall be as, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. 10.6 The University may require the Supplier to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing remove, or procure the removal of, and Contractor any of its Key Personnel whom the University considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on the supply of the Goods or the performance of the Services. 10.7 If the Supplier replaces the Key Personnel as a consequence of this clause 10, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor’s organizational structure for 5.7.1. To carry out its duties, the performance of Contractor shall provide at least the Work is provided key personnel identified in Exhibit K. Prior E to this Agreement (“Key Personnel”), who shall carry out the commencement of the Workfunctions identified in Exhibit E. Among other things, the Key Personnel shall hold include: (i) the positions indicated in Exhibit K. Project Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise the interior design work; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager). It is contemplated that these Key personnel will work from the design stage, purchasing and throughout the bulk of the field work. The Contractor’s obligation to provide adequate staffing is not limited to providing the Key Personnel, but is determined by the needs of the Project. The Contractor acknowledges and agrees that shall not replace any of the continuity of Key Personnel without the Department’s prior written approval. If any of the Key Personnel become unavailable to perform services in connection with the Work is a material requirement Agreement due to death, disability or separation from the employment of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliatesany affiliate of the Contractor, or (b) then the Contractor shall promptly notify the Department’s Contracting Officer and propose a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions replacement acceptable to the organizational structure Department. The Department shall be entitled to complete information before approving such replacement, including, but not limited to, a current resume of the proposed replacement to include qualifications and experience. 5.7.2. Certain members of the Contractor’s Key Personnel shall be subject to Ownerreplacement fee for their removal or reassignment by the Contractor. Those members of the Contractor’s prior approvalKey Personnel subject to the replacement fee as indicted in the Project Summary Section of this Agreement shall be identified in Exhibit E as subject to the replacement fee provision. In the event there is no delineation in Exhibit E of those members of the Contractor’s Key Personnel subject to the replacement fee provision of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement fee provision of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. The Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in Exhibit K. Prior to this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the commencement Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Work, Commissioner's employees or former employees and/or any of the Key Personnel Staff where such claim arises from any act or omission of the Supplier or any Staff. Health and Safety The Supplier shall hold promptly notify the positions indicated in Exhibit K. Contractor acknowledges Commissioner of any health and agrees that the continuity of Key Personnel safety hazards which may arise in connection with the Work is a material requirement performance of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement. The Commissioner shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Premises and which may affect the Supplier in the performance of its obligations under this Agreement. Whilst on the Premises, the Supplier shall comply with any health and safety measures implemented by the Commissioner in respect of its Staff and other persons working there. The Supplier shall notify the Commissioner immediately in the event of any incident occurring in the performance of its obligations under this Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under this Agreement. The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc. Act 1974) is made available to the Commissioner on request. EQUALITY AND DIVERSITY The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Xxx 0000, the Employment Equality (Age) Regulations 2006, the Equality Xxx 0000, the Human Rights Xxx 0000 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. The Supplier shall take all reasonable steps to secure the observance of clause 20.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. (a) The Contractor’s organizational structure for Training Provider must appoint and mobilise all Key Personnel as soon as reasonably possible following the Signing Date and in any event by no later than the respective deadlines set out in Schedule 9. (b) With effect from the Signing Date, the Training Provider shall provide the Procurer with a weekly status report regarding the employment and mobilisation of Key Personnel until such time as all Key Personnel have been employed and mobilised or the Procurer notifies the Training Provider in writing that such status reports are no longer necessary (whichever occurs first). (c) The Training Provider undertakes that each of the Key Personnel will devote the whole of his or her time, attention and skill to the performance of the Work is provided Services and will not engage in Exhibit K. Prior to the commencement of the Work, the any other employment. The Training Provider shall ensure that all Key Personnel are physically present at the College for at least forty five weeks per Academic Year. (d) The Training Provider shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity ensure it appoints a sufficient number of Key Personnel to fill the Training Quota and the positions identified in connection with the Work is a material requirement of this Agreement and that College Improvement Plan. The Training Provider shall notify the replacement Procurer prior to revoking the appointment or accepting the resignation of any Key Personnel will be detrimental to Owner and or appointing replacements. (e) If, in the overall quality reasonable opinion of the Work. The Procurer, the performance or conduct of any of the Key Personnel will be engaged full-time and exclusively has been unsatisfactory, then the Procurer may issue a written warning notice to the Training Provider in respect of that person. If the prosecution Training Provider receives two written warning notices in respect of the Work continuously until their role is completedsame person, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with then the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel Training Provider shall be subject to Owner’s prior approvalpromptly, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two in any event within thirty (2) candidates of suitable qualifications and experience. Owner shall respond within ten (1030) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve receipt of the second written warning notice, remove that person and shall appoint a replacement in accordance with the process set out in Clauses 13.2(f) and (g), unless otherwise agreed with the Procurer. (f) In the event that any member of the Key Personnel leaves his employment on the Project, then the Training Provider shall endeavour to arrange for a replacement by a person of comparable competence and experience (a Suitable Replacement) not later than 14 days prior to the original person leaving the Project, and in any event shall ensure that a Suitable Replacement is employed within thirty (30) days of the original person leaving the Project. (g) Not later than fourteen (14) days prior to appointing any member of the Key Personnel, Contractor shall allow for an overlap Personnel or a replacement member of a minimum of two (2) weeks during which both the Key Personnel to be replaced perform any part of the Services, the Training Provider shall notify the Procurer and if so requested by the Owner-approved new Key Personnel shall work together full timeProcurer, submit the curriculum vitae of the proposed appointee to the Procurer for review. Owner may if it is concerned with Where the performance thereof request Procurer has an objection to, or requires further information in writing the removal respect of, and Contractor the proposed appointee, the Training Provider will propose an alternative appointee or provide the further information requested, which shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give include providing the Work a priority and commit sufficient resources Procurer with an opportunity to interview the Work that will enable Contractor to perform its obligations under this Agreementproposed appointee.

Key Personnel. The Contractor’s organizational structure CONSULTANT agrees that each person listed or referenced in CONSULTANT’S proposal package provided in response to RSQ # 24-432, shall be available to perform the services described herein for the performance COUNTY barring illness, accident, or other unforeseeable events of a similar nature, in which case CONSULTANT must be able to promptly provide a qualified replacement. In the event CONSULTANT desires to substitute personnel, CONSULTANT shall propose a person with equal or higher qualifications; each replacement person is subject to prior written approval of the Work COUNTY. In the event the requested substitute is provided in Exhibit K. Prior not satisfactory to the commencement COUNTY and the matter cannot be resolved to the satisfaction of the WorkCOUNTY, the COUNTY reserves the right to terminate this Agreement. A list of CONSULTANT’S Key Personnel Personnel, Subconsultants, and Joint Ventures under this Agreement are attached hereto and incorporated herein as Exhibit C. If personnel are substituted utilizing the services of subconsultant entities not included in CONSULTANT’S proposal, restrictions related to subcontracting in Paragraph 18 of this Agreement shall hold apply to CONSULTANT’S replacement. CONSULTANT will be responsible for providing that all personnel are competent, experienced, and reliable. All personnel must have sufficient skill and experience to perform their assigned task(s) properly and satisfactorily, to operate any equipment involved, and will make due and proper effort to execute the positions indicated work in Exhibit K. Contractor acknowledges the manner prescribed in the agreement documents. When the COUNTY determines that any person is incompetent, unfaithful, intemperate, disorderly, or insubordinate, such person will be immediately discharged from the Service and agrees that will not again be employed on the continuity Service without the written consent of Key Personnel the COUNTY. Should the CONSULTANT fail to remove such person or persons, the COUNTY may withhold all payments which are or may become due in connection with the Work is a material requirement of this Agreement and that Services subject to the replacement of any Key Personnel will be detrimental to Owner and removal or may suspend the overall quality Services with approval of the WorkCOUNTY until such orders are complied with. The Key Personnel No alcoholic beverages or drugs are permitted on any COUNTY properties. Evidence of alcoholic beverages or drug use by an individual will be engaged full-time and exclusively result in immediate termination from the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementjob site.

Key Personnel. The Contractor’s organizational structure for the performance a. CONSULTANT shall not change any of the Work is provided key personnel listed in Exhibit K. Prior EXHIBIT “A” without prior written notice to, and written approval by, District, unless said personnel cease to be employed by CONSULTANT. In either case, District shall be allowed to interview and approve replacement personnel. b. If any CONSULTANT personnel fail to perform to the commencement satisfaction of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection District or fully comply with the Work is a material requirement terms of this Agreement Agreement, then upon five days’ written notice by the District the CONSULTANT shall have five (5) days to remove that person from the project and replace that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment person with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions personnel acceptable to the organizational structure of Key Personnel District. All lead or key personnel for any CONSULTANT must be also be designated by the CONSULTANT and shall be subject to Ownerthe District’s right to interview and approve replacement personnel. In either case, District shall be allowed to interview and approve replacement personnel.‌ c. CONSULTANT has been selected to perform the work herein because of the skills and expertise of key individuals. Services under this AGREEMENT shall be performed only by competent personnel under this supervision of and/or in the employment of the CONSULTANT. CONSULTANT shall conform to DISTRICT’s reasonable requests regarding assignment of personnel. All personnel, including those assigned at DISTRICT’s request, shall be supervised by CONSULTANT. d. CONSULTANT shall not change any of the key personnel without prior approvalwritten approval by the DISTRICT, unless said personnel cease to be employed by CONSULTANT. In either case, DISTRICT shall be allowed to interview and approve replacement of, or additions to, such Key Personnel personnel. CONSULTANT agrees that reassignment of any of the listed personnel during the AGREEMENT period shall only be made with persons having qualifications equal to or better than those replaced or added to, other professional personnel who have equivalent experience and shall require prior consultation and written approval by the DISTRICT. Any costs associated with reassignment of personnel shall be similarly subject to Owner’s prior approval. All requests borne exclusively by CONSULTANT and CONSULTANT shall not charge the DISTRICT for the substitution cost of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval training or detailed comments as “bringing up to why approval is not granted. Should Owner approve of the speed” replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementpersonnel.

Key Personnel. C.2.1 The ContractorService Provider’s organizational structure Key Personnel for the performance provision of the Work is provided Services are set out in Exhibit K. Prior to the commencement Item 6 of Schedule A. The delivery of the Work, Services shall be undertaken or directly overseen by the Key Personnel. C.2.2 The Service Provider shall not without the prior written approval of XXXX make any changes to the Key Personnel for the term of the Contract. C.2.3 The Service Provider shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees undertake all reasonable steps to ensure that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and remain for the overall quality term of the WorkContract. The Key Personnel will be engaged full-time and exclusively in In the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination event of a Key Personnel’s employment with sickness or other emergencies, the Contractor Service Provider must consult DANI, and if required provide suitably qualified and experienced replacement personnel who are acceptable to DANI without additional charge or its Affiliatesexpense at the earliest possible opportunity. C2.4 If, or (b) a for any other reasons, changes in the Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death become necessary: C2.4.1 in the family reasonable opinion of a Key Personnel. Revisions XXXX due to such person’s misconduct or repeatedly substandard work, then the organizational structure of Service Provider will provide replacement Key Personnel at the earliest opportunity (or at least within the reasonable time period specified by XXXX) and no additional cost to DANI; or C2.4.2 at the Service Provider’s request, then such changes shall be subject to Owner’s prior approval, a minimum of twenty working days written notice by the Service Provider and replacement of, or additions to, such the Key Personnel must be replaced at no additional cost to XXXX. C2.5 Subject always to the provisions of Clause C1.1, in the event that the service Provider having provided XXXX with a number of alternatives is unable to provide replacement Key Personnel with the appropriate skills who are acceptable to XXXX within sufficient time to enable the Service Provider to complete the delivery of the Services on time then DANI following consultation with the service Provider may obtain replacement personnel from other sources or terminate the Contract at its discretion. In event of termination DANI shall only be made with persons having qualifications equal liable for work completed by the Service Provider up to or better than those replaced or added to, the date of the termination and shall any committed costs which cannot be similarly subject to Owner’s prior approval. All requests for mitigated by the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of Service Provider on receiving the resumes with its written approval or detailed comments as to why approval is notice of termination. Such termination does not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner restrict any other right DANI may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations have under this AgreementContract or by law. C2.6 The parties shall discuss and agree whether a handover period is required and if so for how long (but for no greater than ten

Key Personnel. The Contractor’s organizational structure for Parties have agreed to the performance appointment of the Work is Key Personnel. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior approval of ConstructionSkills before removing or replacing any Key Personnel during the Contract Period, and, wherever reasonably possible, at least two months' written notice shall be provided in Exhibit K. Prior by the Supplier of its intention to replace any Key Personnel. ConstructionSkills shall not unreasonably delay or withhold its consent to the commencement appointment of a replacement for any relevant Key Personnel by the WorkSupplier or sub-contractor. ConstructionSkills shall be entitled to interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that, where they are specified, the Key Personnel are essential to the proper provision of the Services. The Supplier shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees ensure that the continuity role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be appointed in compliance with Clauses 2.4.1 and 2.4.2 above and shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the member of the Key Personnel whom he or she has replaced. ConstructionSkills shall be entitled to require the Supplier to remove any Key Personnel that ConstructionSkills considers in any respect unsatisfactory and ConstructionSkills shall not be liable for any and all costs incurred in and/or connected with any such removal and/or in replacing any Key Personnel. ConstructionSkills may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises:- any member of the Staff; or any person employed or engaged by any member of the Staff whose admission or continued presence would, in the reasonable opinion of ConstructionSkills, be undesirable. At ConstructionSkills' written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission in connection with the Work is a material requirement of this Agreement Contract to the Premises, specifying the capacities in which they are concerned with the Contract and that giving such other particulars as ConstructionSkills may reasonably request. The Staff, engaged within the replacement of any Key Personnel will be detrimental to Owner and the overall quality boundaries of the Work. The Key Personnel will be engaged full-time Premises, shall comply with such rules, regulations and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel requirements (including those relating to security arrangements) as may be removed by Contractor in force from time to time for the conduct of personnel when at or within the boundaries of those Premises and, without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions prejudice to the organizational structure of Key Personnel foregoing if ConstructionSkills shall become aware that such Staff shall not be complying with any such rule, regulation and requirement, it shall be subject entitled to Owner’s prior approvalrequest the Supplier to procure such compliance. If the Supplier fails to procure the compliance by its Staff with Clause 2.6.2, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of within two (2) candidates Months after the date of suitable qualifications and experienceany request for it so to do. Owner ConstructionSkills may terminate this Contract, provided always that such termination shall respond within ten (10) days not prejudice or affect any right of receiving the resumes with its written approval action or detailed comments remedy which shall have accrued or shall thereafter accrue to ConstructionSkills. The decision of ConstructionSkills as to why approval whether any person is not grantedto be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 2.6.3 shall be final and conclusive. Should Owner approve The Supplier shall ensure that all Staff comply at all times and in all respects with the Contractor Handbook. Throughout the Contract Period and for a period of twelve (12) Months after the expiry or upon termination of the replacement Contract Period neither ConstructionSkills nor the Supplier shall employ or offer employment to any of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned other Party's staff who have been associated with the performance thereof request in writing procurement and/or the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its contract management of the Services without that other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementParty's prior written consent.

Key Personnel. Prior to beginning the Work, Developer shall provide to PacifiCorp, for its approval pursuant to Section 7.13(b)(iii), a list setting forth the name of the proposed natural Person for each Key Personnel position for itself, Contractor and all Subcontractors performing material portions of the Work. All employees assigned by Developer to perform any of Developer’s obligations shall be fully qualified to perform the tasks assigned them. All Key Personnel shall be present on the Site during working hours and at all times the Work is in progress during the times relevant to the Key Personnel’s duties are applicable to the Work, and any orders or instructions which PacifiCorp or PacifiCorp’s Representative may give to such Key Personnel shall be deemed to have been given to Developer. The appointment of every Key Personnel provided for in Section 7.13(a) shall be subject to the approval of PacifiCorp or PacifiCorp’s Representative, such approval to be in the discretion of PacifiCorp or PacifiCorp’s Representative. Appendix H shall be amended to list all Key Personnel approved by PacifiCorp or PacifiCorp’s Representative pursuant to this Section 7.13(b)(iii). Developer shall give PacifiCorp fifteen (15) days advance written notice in the event Developer intends to remove or change any of its Key Personnel assigned to the Project or to reassign any such Key Personnel to another project. PacifiCorp shall give due consideration to any request by Developer and shall respond within fifteen (15) days to any such requests. Developer shall not remove, change or reassign any of its Key Personnel assigned to the Project without the prior written consent of PacifiCorp, such consent to be in its discretion, and then only if a suitable replacement for such representative has been approved by PacifiCorp prior to the removal of such representative. PacifiCorp shall have the right to approve Developer’s senior staff on Site (in addition to its Key Personnel), and may request the removal of any of Contractor’s organizational structure for or any Subcontractor’s personnel. Objection to Representatives and Persons Employed by Developer, Contractor or Subcontractors. Developer shall remove or cause to be removed any representative or Person employed directly or indirectly by Developer, Contractor or any Subcontractor in the execution of the Work who, in the opinion of PacifiCorp, misconducts itself, is incompetent or negligent. Developer’s Personnel/Drugs, Alcohol and Firearms. With regard to the performance of the Work, Developer shall, and shall ensure that Contractor and any Subcontractor shall, only employ Persons qualified to perform the Work. Developer shall, at all times, enforce strict discipline and good order among its employees and the employees of Contractor and any Subcontractor. Developer shall not permit or allow the introduction or use of any firearms, illegal drugs or intoxicants upon the Work under this Agreement, or upon any of the grounds occupied, controlled, or used by Developer in the performance of the Work. Developer shall immediately remove from the Work, whenever requested by PacifiCorp, any Person considered by PacifiCorp to be incompetent, insubordinate, careless, disorderly, in violation of the above restriction on firearms, illegal drugs or intoxicating liquor, or under the influence of illegal drugs or intoxicants, and such person shall not again be employed in the performance of the Work is provided in Exhibit K. Prior to herein without the commencement consent of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementPacifiCorp.

Key Personnel. The Contractor’s organizational structure for the performance of the Work is provided With respect to Licensor Personnel identified by name as “Key Personnel” in Exhibit K. Prior B, or as otherwise agreed to by the commencement of the WorkParties in writing, Licensor will ensure that the Key Personnel shall hold are actively engaged in the positions indicated in Exhibit K. Contractor acknowledges provision of the Support Services and agrees that will observe and abide by the continuity following policies and procedures with respect to the Key Personnel. (a) One of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental an “Account Manager”. The Account Manager will be GS’s primary contact with respect to Owner this Agreement. The Account Manager will have overall responsibility for directing all of Licensor’s activities and for the overall quality managing and coordinating of the Workdelivery of Support Services, and will be vested with all necessary power and authority to fulfill that responsibility and make decisions on behalf of Licensor with respect to actions to be taken in the ordinary course of day to day performance of such services. The Account Manager will provide the Support Services to GS as his or her primary responsibility. (b) Two of the Key Personnel will be engaged “Escalation Managers”, to whom GS may escalate issues regarding the Support Services. One Escalation Manager will be Licensor’s Chief Technology Officer (or its equivalent), and the other Escalation Manager will be Licensor’s chief software engineer (or Licensor’s next most senior software engineer if the chief software engineer and the Chief Technology Officer are the same person). Neither Escalation Manager will be dedicated to providing the Support Services to GS on a full-time basis and exclusively in each Escalation Manager may service other customers of Licensor. (c) Licensor will not remove, reassign or replace the prosecution of the Work continuously until their role is completedKey Personnel, unless prior release is approved or directed by Owner; provided however, materially change any Key Personnel may be removed members’ function with respect to the Support Services without first notifying GS and meeting the requirements of Section 3.3(d) and Section 3.3(e). Licensor will not remove, reassign, or replace such Key Personnel until a replacement has been hired or reassigned and the role has been transitioned to such replacement, provided that this provision will not apply where such Key Personnel (i) have been terminated by Contractor without OwnerLicensor for cause, (ii) have voluntarily left Licensor’s consent for employ, or (aiii) termination of a have involuntarily left Licensor’s employ due to death or illness. (d) If Licensor is advised that any Key Personnel’s employment with Licensor is terminating for any reason, Licensor will promptly notify GS of such event. (e) In the Contractor event of any vacancy or its Affiliates, or (b) a anticipated vacancy of any Key Personnel dyingfor any reason, retiringLicensor will provide an appropriate replacement as soon as commercially practicable, resigningat no additional cost of GS, or becoming seriously illand with GS’s prior written input regarding such replacement (not to be unreasonably withheld and provided as promptly as reasonably practicable). As part of obtaining such prior written input, or Licensor will provide to GS, at a serious illness or death in minimum, the family name, resume and other information reasonably requested by GS of a the Key Personnel’s proposed replacement, as well as an opportunity for GS to interview the proposed replacement. Revisions If in providing such input GS expresses any reasonable concerns with respect to the organizational structure proposed replacement, Licensor will address such concerns. Any replacement will have the same level of Key Personnel shall be subject to Owner’s prior approvalseniority, expertise and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments authority as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementbeing replaced.

Key Personnel. The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. The Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in Exhibit K. Prior to this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the commencement Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Work, Commissioner's employees or former employees and/or any of the Key Personnel shall hold Staff where such claim arises from any act or omission of the positions indicated in Exhibit K. Contractor acknowledges and agrees Supplier or any Staff. staff transfer The Parties do not anticipate that the continuity of Key Personnel in connection with the Work is a material requirement expiry or termination of this Agreement and that would constitute a Relevant Transfer for the replacement of any Key Personnel will be detrimental to Owner and the overall quality purposes of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementEmployment Regulations.

Key Personnel. 19.1 The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Contract Period. Schedule 17 lists the Key Roles and names of the persons whom the Supplier shall hold appoint to fill those Key Roles at the positions indicated Commencement Date. 19.2 The Authority may identify any further roles as being Key Roles and, following agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), the relevant persons selected to fill those Key Roles shall be included in Exhibit K. Contractor acknowledges and agrees that the continuity list of Key Personnel in connection with the Work is a material requirement Personnel. 19.3 The identity of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure each member of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions tothe Approval of the Authority, such Approval not to be unreasonably withheld or delayed. 19.4 The Supplier shall not remove or replace any Key Personnel shall only (including when carrying out its obligations under any Exit Plan) unless: 19.4.1 requested to do so by the Authority; 19.4.2 the person concerned resigns, retires, dies or is on maternity or paternity leave or long- term sick leave; 19.4.3 the person's employment or contractual arrangement with the Supplier or Sub- contractor is terminated for material breach of contract by the employee; or 19.4.4 the Supplier obtains the Authority's Approval (such Approval not to be made with persons having qualifications equal to unreasonably withheld or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for delayed). 19.5 The Supplier shall: 19.5.1 notify the substitution Authority promptly of the absence of any Key Personnel shall include a detailed explanation and reason (other than for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval short- term sickness or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum holidays of two (2) weeks or less), in which case the Supplier shall ensure appropriate temporary cover for that Key Role; 19.5.2 ensure that any Key Role is not vacant for any longer than ten (10) Working Days; 19.5.3 give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least one (1) month's notice; 19.5.4 ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which both incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the performance of the Services; and 19.5.5 ensure that any replacement for a Key Role: (a) has a level of qualifications and experience appropriate to the relevant Key Role; and (b) is fully competent to carry out the tasks assigned to the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementwhom he or she has replaced.

Key Personnel. 8.1. The Contractor’s organizational structure Parties have agreed to the appointment of Key Personnel. The Company shall, and shall procure that any sub-contractors shall obtain the prior written consent of the UK Commission before removing or replacing any Key Personnel during the Contract Period, and written notice must be provided by the Company of its intention to replace Key Personnel within a minimum of three (3) Working Days of the Company becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). 8.2. The UK Commission shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Company or sub-contractor. The UK Commission may interview the candidates for Key Personnel positions before they are appointed. 8.3. The Company acknowledges that Key Personnel are essential to the proper provision of the Services to the UK Commission. Unless otherwise agreed in writing between the Parties, the Company shall ensure that the role of any Key Personnel is not vacant for any longer than three (3) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he/she has replaced. 8.4. The Company shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that Person’s role unless the UK Commission otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the Company shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. 8.5. The UK Commission may identify any of the Work, the Company personnel as Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Personnel. Key Personnel will be detrimental to Owner and the overall quality identified in Schedule 1 of the Workthis Contract. 8.6. The UK Commission may also require the Company to remove any Key Personnel will that the UK Commission considers in any respect unsatisfactory. The UK Commission shall not be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests liable for the substitution cost of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, replacing any Key Personnel. 8.7. Contractor agrees that, notwithstanding its other business commitments, it will give The Company shall provide the Work UK Commission with a priority and commit sufficient resources replacement to cover any periods of planned or unplanned absence of the Work that will enable Contractor to perform its obligations under this AgreementKey Personnel.

Key Personnel. 40.3.1 The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 40.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 40.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Deployed Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role (which shall be at least for the expected duration of the Workrole set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 40.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel Authority considers in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner respect unsatisfactory and the overall quality Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 40.3.5 The Authority shall not be liable for the cost of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) replacing any member appointed to a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrole.

Key Personnel. (a) No personnel listed in Appendix F will be replaced or released from involvement in the Project by the Consultant without the prior written approval of the Client, in its absolute discretion. If any of the personnel described in Appendix F leave the employ of the Consultant or are unable to perform their allocated duties for any period (whether as a result of death, illness or injury or the application of Clause 49.1(c)), the Consultant will promptly replace such personnel with substitutes of like skill and experience who are approved by the Client, which approval will not be unreasonably withheld. (b) The ContractorConsultant acknowledges and agrees that: (i) the Key Personnel are critical for the management, supervision and performance of the Services; (ii) subject to Clause 49.2(e), it will pay to the Client liquidated damages at the relevant rate and up to the maximum amount, both as stated in Appendix F, for every day for which a member of the Key Personnel is removed from or not available for the Services, but for which they are required to be so available, until the earliest of: (A) the day that the member of the Key Personnel is again made available; (B) the date that the member of the Key Personnel is replaced with a substitute person approved by the Client’s organizational structure for Representative; (C) the date that the Agreement is terminated; and (D) the Date of Final Completion; unless such removal is due to resignation, serious illness, injury or death of the Key Personnel or is otherwise approved by the Client’s Representative under Clause 49.2(a) or directed by the Client under Clause 49.1(c); (iii) the parties have agreed to specify rates of liquidated damages to be payable to avoid the difficulty of proving the precise loss suffered by the Client if the Consultant fails to comply with its obligations in respect of Key Personnel and agree that the rates of liquidated damages in Appendix F represent a reasonable, fair and accurate estimate of the loss that will be suffered by the Client arising out of the loss of continuity and resulting inefficiencies should a member of the Key Personnel be removed from the performance of the Work is provided in Exhibit K. Prior to Services; (iv) the commencement specified rates of liquidated damages are separate and cumulative for each member of the WorkKey Personnel; and (v) if the Client’s entitlement to, and the Consultant’s liability for, liquidated damages under Clause 49.2(b)(ii) is or becomes void, voidable or unenforceable for any reason or there is no amount specified in Appendix F, then the Client will be entitled to recover from the Consultant, and the Consultant will indemnify the Client against, the costs, losses, damages and liabilities incurred or suffered by the Client arising out of or in connection with the Consultant’s failure to provide the Key Personnel shall hold in accordance with the positions indicated Agreement. (c) If any person listed in Exhibit K. Contractor Appendix F as Key Personnel desires to be released from the Project for reasons other than those referred to in Clause 49.2(a), the Consultant’s Representative must give the Client’s Representative notice in writing setting out: (i) the name of the person; (ii) the part of the Services performed by that person and the extent to which those Services have been performed; (iii) a summary of the reasons why that person desires to be released from the Project; (iv) a statement of the impact upon the performance of the Services or the Project (including its progress) should the person be released; (v) the name of the proposed replacement together with a statement of that person’s experience and qualifications. Any notice given under this Clause 49.2(c) must be countersigned by the person who desires to be released. (d) Except where any person listed in Appendix F as Key Personnel desires to be released from the Project due to serious misconduct by the Client or any of its Personnel in which case the request will be allowed, the Client’s Representative may refuse any request made under Clause 49.2(c) if the Client’s Representative considers (acting reasonably) that the release of the relevant person would have an adverse impact upon the performance of the Services or the Project (including delay the progress of the Services or Project) or result in an increase in the Services Costs. The Consultant acknowledges and agrees that in considering any request made under Clause 49.2(c) the continuity Client’s Representative may meet with the person named in the request in the absence of the Consultant and may, without the prior consent of the Consultant, offer that person any lawful benefit as an enticement to withdraw the request without any decision being made by the Client’s Representative in respect of the request. (e) If any person listed in Appendix F as Key Personnel is released from the Project in connection accordance with Clause 49.2(d) the Work is a material requirement of this Agreement and that the replacement of any Key Personnel Consultant will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions have no liability to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations Client under this AgreementClause 49.2(b).

Key Personnel. The Contractor’s organizational structure for 5.7.1. To carry out its duties, the performance of Contractor shall provide at least the Work is provided key personnel identified in Exhibit K. Prior E to this Agreement (“Key Personnel”), who shall carry out the commencement of the Workfunctions identified in Exhibit E. Among other things, the Key Personnel shall hold include: (i) the positions indicated in Exhibit K. Project Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise the Project; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager). It is contemplated that these Key personnel will work from the design stage, purchasing and throughout the bulk of the field work. The Contractor’s obligation to provide adequate staffing is not limited to providing the Key Personnel, but is determined by the needs of the Project. The Contractor acknowledges and agrees that shall not replace any of the continuity of Key Personnel without the Department’s prior written approval. If any of the Key Personnel become unavailable to perform services in connection with the Work is a material requirement Agreement due to death, disability or separation from the employment of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliatesany affiliate of the Contractor, or (b) then the Contractor shall promptly notify the Department’s Contracting Officer and propose a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions replacement acceptable to the organizational structure Department. The Department shall be entitled to complete information before approving such replacement, including, but not limited to, a current resume of the proposed replacement to include qualifications and experience. 5.7.2. Certain members of the Contractor’s Key Personnel shall be subject to Ownerreplacement fee for their removal or reassignment by the Contractor. Those members of the Contractor’s prior approvalKey Personnel subject to the replacement fee as indicted in the Project Summary Section of this Agreement shall be identified in Exhibit E as subject to the replacement fee provision. In the event there is no delineation in Exhibit E of those members of the Contractor’s Key Personnel subject to the replacement fee provision of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement fee provision of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, 31.1 Each party shall appoint the Key Personnel as the individuals who shall hold be responsible for the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of matters allocated to such Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed responsible. 31.2 The Supplier shall not remove or replace any of the Key Personnel unless: 31.2.1 reasonably requested to do so by Contractor without OwnerDCC (the Supplier having been given an opportunity to remedy the issue(s) giving rise to DCC’s consent for (arequest, except where the issue(s) termination are irremediable in DCC’s reasonable opinion); or 31.2.2 the person is on long-term sick leave; or 31.2.3 the element of a Key Personnelthe Services in respect of which the individual was engaged has been completed to the DCC’s satisfaction; or 31.2.4 the person resigns from their employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in Supplier; or 31.2.5 the family Supplier obtains the prior written consent of a Key Personnel. Revisions to the organizational structure of Key Personnel DCC. 31.3 The Supplier shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve inform DCC of the replacement identity and background of a Key Personnel, Contractor shall allow any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. DCC shall be entitled to interview any such person and may object to any such proposed appointment within 20 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 31.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 20 Working Days. Any replacement shall work together full timebe as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or DCC becoming aware of the role becoming vacant. 31.5 Each party may if it is concerned with require the performance thereof request in writing other party to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person’s responsibilities. 31.6 If the Supplier replaces the Key Personnel as a consequence of this clause 31, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor(a) Vendor Key Personnel (as agreed in the SOW)shall include the Vendor Project Manager identified in the applicable SOW, the account manager and the engagement PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT; [***] DENOTES OMISSIONS manager, and any other individuals as mutually agreed and set forth in an SOW. All Vendor Key Personnel shall have sufficient knowledge and authority within Vendor’s organizational structure for organization to enable Vendor to be responsive to Customer’s reasonable requests. (b) Before assigning an individual to a Key Personnel position, whether as an initial assignment or as a replacement, Customer shall have the right to interview and participate in the selection of such Key Personnel. Vendor shall not hire, assign, or designate any new person to fill the position or perform the duties provided by any Key Personnel without Customer’s prior written consent, which consent may be withheld in accordance with subsection (c) below. All Key Personnel shall have sufficient training, education, and knowledge about Customer’s business processes, compliance requirements, and project needs. Vendor shall ensure that all Key Personnel have at least one designated individual as his or her backup. (c) Except where such Key Personnel ceases performance of the Work is provided in Exhibit K. Prior Services due to (i) voluntary resignation from employment with Vendor or any Vendor subcontractor, as the commencement case may be, (ii) dismissal from employment with Vendor or any Vendor subcontractor, as the case may be, for misconduct (e.g., fraud, drug abuse or theft), (iii) removal of the Worksuch Key Personnel following his or her material failure to perform obligations pursuant to this Agreement, or (iv) death or disability of such Key Personnel, the Key Personnel shall hold the positions indicated prior written consent of Customer referenced in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection subsection(b) above with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental respect to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, such Key Personnel may be removed withheld by Contractor without Owner’s consent for Customer in its sole and absolute discretion if such requested reassignment or replacement would occur during the first twelve (a12) termination months of a such Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death engagement in the family of a Key Personnel. Revisions applicable SOW, but such consent with respect to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only not be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for unreasonably withheld thereafter during the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve remaining term of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSOW.

Key Personnel. The Contractor’s organizational structure Department considers NAME, Project Manager; NAME, Retail Enablement Manager; NAME, Technical System Lead; and NAME, System Test Manager (“Key Personnel”) to be essential to a successful project. Contractor acknowledges that a significant reason the Department has entered into this Agreement is because of the special qualifications of such Key Personnel. Contractor shall notify Department prior to the removal, reassignment, transfer, or replacement of the individual(s) identified in this section and shall obtain Department consultation and consent prior to replacement of the individual(s). Any replacement shall have substantially equivalent or better ability, experience and qualifications than the Key Personnel being replaced. Contractor shall not charge the Department, and the Department shall not pay for any proposed replacement personnel while such replacement becomes acclimated to the Project, and acquires the necessary skills and project knowledge to proceed with the work under this Agreement. In no event shall this time period exceed twenty (20) business days. Any replacement personnel approved by the Department shall thereafter be deemed Key Personnel for purposes of this Agreement. If at any time during the term of this Agreement, the Department becomes dissatisfied with the performance of any individual who is part of Contractor’s personnel, the Work is provided in Exhibit K. Prior Department shall notify Contractor of the reasons for such dissatisfaction and may request replacement of such individual. Contractor will promptly investigate such request and the reasons for such dissatisfaction and report back to the commencement of Department on the Workcorrective action Contractor believes is appropriate to address the Department’s concerns and dissatisfaction. If the parties determine that such individual needs to be replaced, the Key Personnel replacement shall hold be effected promptly with a substitute individual having equal or greater ability, experience and qualifications than the positions indicated in Exhibit K. departing individual. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement any breach by Contractor of this Agreement Section 6.4 will delay and disrupt the Project and the Department’s operations and will result in significant loss, expense and damages to the Department and the State. Furthermore, Contractor acknowledges and agrees that it may be extremely impractical and difficult to determine actual damages that the replacement Department or the State may sustain as a result thereof. Accordingly, Contractor agrees to pay as liquidated damages [$1,000 a day] for each and every day or portion thereof that Contractor removes, reassigns or substitutes a person identified in Section 6.4 in violation of that section. The assessment of liquidated damages shall not constitute a waiver or release of any Key Personnel will be detrimental other remedy the Department may have for Contractor’s breach of this Agreement, including the Department’s right to Owner and the overall quality of the Workterminate this Agreement. The Key Personnel will assessment of liquidated damages shall be engaged full-time in addition to and exclusively not in the prosecution lieu of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel such other remedies as may be removed available to the Department. It is expressly agreed that the waiver of any liquidated damages due the Department shall constitute a waiver only as to such liquidated damages and not a waiver of any future liquidated damages. Any failure by the Department to demand liquidated damages within any period of time shall not constitute a waiver of such claim by the Department. Amounts due the Department as liquidated damages may be deducted by the Department from any fees or other compensation payable to Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliatesunder this Agreement, or (b) a Key Personnel dying, retiring, resigning, the Department may xxxx Contractor for such amounts or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof otherwise request in writing Contractor’s payment of liquidated damages assessed by the removal of, and Department. Contractor shall promptly remove and replacepay the Department any assessed liquidated damages, but in no event later than fifteen (15) days after the date of the Department’s assessment or other written request for liquidated damages. At the Department’s option, the Department may obtain payment of assessed liquidated damages through one (1) or more claims upon any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementperformance bond furnished by Contractor.

Key Personnel. The Supplier shall and shall procure that any Sub-Contractor shall obtain Approval before removing or replacing any Key Personnel during the Contract Period. The Supplier shall use its best endeavours to provide the Customer with at least one month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its consent to the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-Contractor’s organizational structure . The Customer may interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten [10] Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. The Customer may also require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the performance cost of replacing any Key Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member of the Work Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and business addresses of all persons who will require admission to the Customer’s Premises in connection with the Contract, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s Premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Customer’s Premises. If the Supplier fails to comply with clause within two [2] Months of the date of the request, the Customer may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is provided to be refused access to the Premises and as to whether the Supplier has failed to comply with clause shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found by the Supplier to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in Exhibit K. Prior any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a policy check with the records held by DfE; conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. OFFERS OF EMPLOYMENT During the Contract Period and for a period of twelve [12] Months thereafter neither the Customer nor the Supplier shall employ or offer employment to any of the other Party's staff who have been associated with the procurement and/or the contract management of the Services without that other Party's prior written consent. This clause shall not apply where the staff in question have replied to a bona fide advertisement. TUPE The Customer and the Supplier will proceed on the basis that the commencement of the Workprovision of the Services by the Supplier under this Contract will not be a "Relevant Transfer" to which TUPE will apply in relation to any employees of the Customer. In the circumstances, the Key Personnel shall hold Customer and the positions indicated Supplier agree that no employees of the Customer will transfer to the Supplier by virtue of the operation of TUPE or the Acquired Rights Directive. If any employee of the Customer claims or it is determined that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then: The Supplier will, within seven (7) Days of becoming aware of that fact, give notice in Exhibit K. Contractor acknowledges and agrees that writing to the continuity Customer; The Customer may offer employment to such person within twenty one (21) Days of Key Personnel in connection the notification by the Supplier or take such other steps as it considers appropriate to deal with the Work matter; If such offer is accepted (or if the situation has otherwise been resolved by the Customer), the Supplier shall immediately release the person from his employment; If after the twenty one (21) Day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the Supplier may within seven (7) Days give notice to terminate the employment of such person; Subject to clause 17.29 and subject to the Supplier acting in this way or in such other way as may be agreed between the Customer and the Supplier, the Customer will indemnify the Supplier against all Employee Liabilities arising out of such termination provided the Supplier complies with all applicable proper employment procedures. If such person is neither re‑employed by the Customer nor dismissed by the Supplier within the time scales set out in this clause 17.28 such person will be treated as having transferred to the Supplier by virtue of the operation of TUPE and the Supplier shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. The indemnity in clause 17.28.5 shall only apply where the notification referred to in clause 17.28.1 is made by the Supplier to the Customer within six (6) months of the Relevant Transfer Date.] Pre-service TRANSFER obligations The Supplier agrees that, subject to compliance with the Data Protection Legislation: within twenty (20) Working Days of the earliest of: receipt of a material requirement notification from the Customer of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Agreement and that Contract or any part thereof; or the replacement date which is twenty four (24) Months before the due expiry date of any Key Personnel this Contract, it shall provide the Supplier's Provisional Staff List which the Supplier believes will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions transfer to the organizational structure of Key Personnel shall be subject Customer or the Replacement Supplier (as the case may be), together with Staffing Information in relation to Owner’s prior approval, such employees and replacement of, or additions to, it will provide an updated Supplier's Provisional Staff List at such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for intervals as are reasonably requested by the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within Customer; at least ten (10) days Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer for itself or on behalf of receiving any Replacement Supplier (as the resumes with case may be) a final list of Transferring Supplier Employees which shall transfer under TUPE (the “Supplier’s Final Staff List”); and the Customer shall be permitted to use and disclose information provided by the Supplier under clause 18.1 for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services. The Supplier’s Final Staff List will identify which of the Staff named are Transferring Supplier Employees. The provision of personal data regarding those individuals detailed on the Supplier’s Final Staff List is subject to the consent of such individuals (which the Supplier will use its written approval reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or detailed comments in the absence of such individual's approval, the Supplier’s Final Staff List being suitably anonymised so as to why approval is not grantedcomply with the DPA. Should Owner approve The Supplier warrants that the information provided under clause 18.1 and 18.2 of this schedule shall be true and accurate. From the date of the earliest event referred to in clauses 18.1.1.1 to 18.1.1.3 (inclusive), the Supplier agrees that it shall not, and agrees to procure that its Sub-Contractors shall not, other than in the ordinary course of business, in respect of those employees engaged in the provision of the Services: replace or re-deploy any such employee other than where any replacement is of equivalent grade, skills, experience and expertise; or make, promise, propose or permit any changes to their terms and conditions of employment (including any payments connected with the termination of employment). increase the proportion of working time spent on the Services (or the relevant part) by any of the Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier’s Provisional Staff List; increase or reduce the total number of employees so engaged, replace any Staff listed on the Supplier’s Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the Supplier’s Provisional Staff List save for: the execution of assigned operations as detailed in 18.4.3; and/or replacing voluntary resignations or Staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; The Supplier will promptly notify or as appropriate will procure that the Sub-Contractor will promptly notify the Customer or, at the direction of the Customer, the Replacement Supplier of any notice to terminate employment given by the Supplier or any Supplier Party or received from any persons listed on the Supplier’s Provisional Staff List regardless of when such notice takes effect. During the Contract Period, the Supplier will provide to the Customer any information the Customer may reasonably require relating to any individual employed, assigned or engaged in providing the Services (subject to any limitations imposed by the DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier will provide, and will procure that it will provide, the Customer or at the request of the Customer, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records as the Customer reasonably requests and will allow the Customer or the Replacement Supplier to have copies of any such documents. Within seven (7) Working Days following the Service Transfer Date, the Supplier will provide to the Customer or any Replacement Supplier, in respect of each person on the Supplier’s Final Staff List who is a Transferring Supplier Employee: the most recent Month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes. TUPE EXIT PROVISION The Customer shall determine whether or not based upon a reasonable assessment of the facts a Service Transfer is a situation to which TUPE and/or the Acquired Rights Directive may apply. In circumstances where it is so reasonably determined, it is agreed the Customer or a Replacement Supplier would inherit liabilities in respect of employees of the Supplier or any Sub-Contractor engaged in the provision of the Services and, accordingly, the provisions in clause 19 shall apply. The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Supplier and the Transferring Supplier Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Service Transfer Date as if originally made between the Replacement Supplier and each such Transferring Supplier Employee. The Supplier shall, and shall procure that any Sub-Contractor shall, perform and discharge all its obligations in respect of all the Transferring Supplier Employees up to and including the Service Transfer Date and any necessary apportionments in respect of any periodic payments due to them will be made. The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against all Employee Liabilities arising from the Supplier's, or any Sub-Contractor's, failure to perform and discharge any such obligation. The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against any Employee Liabilities in respect of the Transferring Supplier Employees arising from or as a result of: any act or omission by the Supplier or any Sub-Contractor occurring on or before the Service Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Supplier or any Sub-Contractor other than a Transferring Supplier Employee for which it is alleged that the Customer or any Replacement Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and any claim made by or in respect of a Key PersonnelTransferring Supplier Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Supplier Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, Contractor shall allow for on or after the Service Transfer Date including any claim relating to its or their obligations under Regulation 13 of TUPE or in respect of an overlap award of compensation under Regulation 15 of except to the extent that the liability arises from the Customer's or any Replacement Supplier's failure to comply with Regulation 13(4) of TUPE; any statement communicated to or action undertaken by the Supplier to, or in respect of, any Transferring Supplier Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Customer in writing. his/her employment or its termination arising or occurring after the Service Transfer Date in respect of a minimum matter referred to in Clause 19.4.3 above; in relation to any proposed change by the Supplier in the working conditions or terms of two employment of any Transferring Supplier Employees to take effect after the Service Transfer Date (2) weeks during which both including any claim for constructive dismissal), whether such change is proposed to take effect before or after the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.Service Transfer Date; and

Key Personnel. The Contractor’s organizational structure ‌ 12.1 Each party shall appoint the persons named as such in Schedule 5 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 12.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Authority. 12.3 The Supplier shall inform the Authority of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within [NUMBER] Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 12.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than [NUMBER] Working Days. Any replacement shall work together full timebe as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 12.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 12.6 If the Supplier replaces the Key Personnel as a consequence of this clause 12, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. (a) The ContractorDevelopment Entity shall (or shall procure that the relevant Key Contractor shall) retain, employ and utilize (including through secondment of such Key Personnel from an Equity Member) the individuals specifically listed as Key Personnel in Appendix 1 (Development Entity’s organizational structure for Proposal Commitments) or in the performance Project Management Plan to fill the corresponding positions until such time as all relevant activities have been completed. The Development Entity shall not, prior to D&C Work Completion, change or substitute any such individuals, except due to retirement, death, disability, incapacity, or voluntary or involuntary termination of employment or with the prior consent of the Work is provided Department (such consent not to be unreasonably withheld, delayed or conditioned if the proposed substitute individual possesses equal or greater experience, skill, knowledge and professional expertise in Exhibit K. Prior the relevant fields than the individual being replaced). (b) The Development Entity shall notify the Department in writing of any proposed replacement for any Key Personnel position. The Department shall have the right to review the qualifications and character of each individual to be appointed to a Key Personnel position (including personnel employed by Contractors to fill any such position) as set out in Section 2 (Project Management) of the Technical Provisions and to approve or disapprove (acting reasonably) use of such individual in such position prior to the commencement of the Work, the any Works by such individual in accordance with Section 9.2(a) above. (c) The Development Entity shall cause each individual filling a Key Personnel shall hold position to dedicate the positions indicated in Exhibit K. Contractor acknowledges full amount of time necessary for the proper prosecution and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality performance of the Work. . (d) The Key Personnel will be engaged fullDevelopment Entity shall provide the Department with phone and cell phone numbers as well as e-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent mail addresses for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a all Key Personnel. Revisions The Development Entity shall provide to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of Department two (2) candidates of suitable qualifications personnel and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of three (3) Key Personnel (two (2) weeks during which both from the D&C Contractor and one (1) from the Construction Manager or Maintenance Manager, as applicable) who the Department can contact twenty-four (24) hours per Day, seven (7) days per week as required, and who will be able to, in turn, contact the other Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementthereafter.

Key Personnel. 9.1 The ContractorSupplier shall not remove or replace any of the Key Personnel unless: (a) requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier obtains the prior written consent of the Authority. 9.2 The Supplier shall ensure that the role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 20 Working Days. Any replacement shall be as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. 9.3 The Supplier shall ensure that the Key Personnel perform their respective functions to the Authority’s organizational structure satisfaction. 9.4 The Supplier shall be liable for all acts or omissions of the Supplier’s Team, Supplier Party and Key Personnel, regardless of whether the member is directly employed by the Supplier, or is a sub-contractor, or is a collection of several entities and shall ensure that the Supplier’s Team, Supplier Party and Key Personnel use reasonable skill and care in the performance of the Work is provided in Exhibit K. Prior to the commencement Services and are aware of the WorkSupplier’s obligations under this agreement. 9.5 The Supplier shall ensure that the Supplier’s Team, Supplier Party and Key Personnel are suitably qualified to carry out the Services. In particular, the four full-time (or equivalent) business advisers which make up the Key Personnel shall hold the positions indicated be fully-trained and accredited business advisers with senior business experience in Exhibit K. Contractor acknowledges and agrees proven areas of demand. 9.6 The Supplier shall ensure that the continuity of business advisers which make up its Key Personnel are located in connection with the Work is a material requirement principal areas of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality business activity within each of the Work. The Key Personnel will be engaged full-time three local authority areas (Cheshire West and exclusively in the prosecution of the Work continuously until their role is completedXxxxxxx, unless prior release is approved or directed by Owner; provided howeverCheshire East and Warrington) and provide clear access points for businesses and work with local partners, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementappropriate.

Key Personnel. The Contractor’s organizational structure for 5.7.1. To carry out its duties, the performance of Contractor shall provide at least the Work is provided key personnel identified in Exhibit K. Prior E to this Agreement (“Key Personnel”), who shall carry out the commencement of the Workfunctions identified in Exhibit E. Among other things, the Key Personnel shall hold include: (i) the positions indicated in Exhibit K. Contractor acknowledges Project Executive; (ii) the Field Superintendent; (iii) the Project Manager who will supervise the Project; (iv) the Project Manager who will supervise the Mechanical, Electrical, and agrees Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager). It is contemplated that the continuity of Key Personnel will work from the pre-construction stage throughout the completion of the construction work. The Contractor’s obligation to provide adequate staffing is not limited to providing the Key Personnel but is determined by the needs of the Project. The Contractor shall not replace any of the Key Personnel without the Department’s prior written approval. If any of the Key Personnel become unavailable to perform services in connection with the Work is a material requirement Agreement due to death, disability or separation from the employment of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliatesany affiliate of the Contractor, or (b) then the Contractor shall promptly notify the Department’s Contracting Officer and propose a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions replacement acceptable to the organizational structure Department. The Department shall be entitled to complete information before approving such replacement, including, but not limited to, a current resume of the proposed replacement to include qualifications and experience. 5.7.2. Certain members of the Contractor’s Key Personnel shall be subject to Ownerreplacement fee for their removal or reassignment by the Contractor. Those members of the Contractor’s prior approvalKey Personnel subject to the replacement fee as indicated in the Project Summary Section of this Agreement shall be identified in Exhibit E as subject to the replacement fee provision. In the event there is no delineation in Exhibit E of those members of the Contractor’s Key Personnel subject to the replacement fee provision of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement fee provision of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. The Contractor’s organizational structure for the performance 8.2.1 Schedule 2 contains a list of the Work is provided in Exhibit K. Prior to the commencement of the Work, the Key Personnel shall hold whom the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental Sub-Provider proposes to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor use to perform its obligations under this Agreement. The Sub-Provider must use reasonable endeavours to retain those people to provide the Sub-Provider Services during the term of this Agreement (or such lesser period as is set out in Schedule 2). 8.2.2 The Sub-Provider shall advise PASSL if any of the people specified in Schedule 2 cease to be available to work in the provision of the Sub-Provider Services under this Agreement. With that notification shall be details of the proposed replacement for the Key Personnel, who shall be a person of appropriate ability, experience and qualifications and who on appointment shall be deemed to be a Key Personnel for the purposes of this Clause 8.2. If at any time PASSL or XXXxxxxxx.xxxxxxxxx reasonably and in good faith objects to the appointment of any of the Key Personnel, the Sub-Provider shall consult with PASSL and (if required by PASSL) XXXxxxxxx.xxxxxxxxx and in good faith consider the objection. 8.2.3 If: (i) PASSL determines, acting reasonably, that the Sub-Provider's employees (including the Key Personnel) detrimentally affect the Sub-Provider Services or Prime Services, are not Final execution conducive to the proper performance of the Sub-Provider Services or Prime Services or are disruptive to PASSL or XXXxxxxxx.xxxxxxxxx' business; or (ii) any employees (including the Key Personnel) of the Sub-Provider are reasonably suspected by PASSL or XXXxxxxxx.xxxxxxxxx of any criminal activity, including but not limited to fraud or theft, PASSL may request that the Sub-Provider not use such employee in connection with the provision of the Sub-Provider Services or the performance of obligations under this Agreement and replace that person with a qualified individual. Upon such request the Sub-Provider shall promptly investigate the cause of PASSL or XXXxxxxxx.xxxxxxxxx' complaint, in good faith, and if found to be valid, will not use that person in connection with the provision of the Sub-Provider Services or the performance of its obligations and shall replace that person within a reasonable time period of PASSL's request. Nothing in this Clause 8.2 requires the Sub-Provider to terminate the employment of any employee.

Key Personnel. The Contractor’s organizational structure for 11.1 In consultation with Supplier, Clearwire may designate [*****] as Key Personnel as set forth in Attachment 2 to Exhibit L of this Agreement. Within thirty (30) days after the performance Service Commencement Date, Clearwire will notify Supplier of any changes in the Work is provided personnel or positions that it wishes to designate as Key Personnel and these requested changes will be discussed and documented through the Governance Steering Committee. 11.2 Key Personnel will work at least [*****]of their scheduled hours providing Services to Clearwire in Exhibit K. Prior the same role as their current roles as of their last day of employment with Clearwire during the first nine (9) months after the Service Commencement Date. Within that nine (9) month period, Supplier may repurpose or reassign [*****] However, any plans to repurpose or reassign more than [*****] by the commencement Supplier during the same period will require prior written approval from Clearwire. If, during the Term, any one of the Work, the Key Personnel shall hold is repurposed or reassigned or becomes incapacitated, or ceases to be employed by Supplier and therefore becomes unable to perform the positions indicated in Exhibit K. Contractor acknowledges and agrees functions or responsibilities assigned to him or her, Supplier will promptly replace such person with another person who is at least as well qualified as the person who initially performed that person’s functions, unless Supplier has reasonably determined that the continuity position is no longer needed, in which case Supplier CLEARWIRE AND SUPPLIER CONFIDENTIAL Confidential — Subject to Nondisclosure Obligations will so inform Clearwire in writing in a timely manner. Supplier will keep Clearwire reasonably informed of all such replacements. 11.3 Notwithstanding Section 11.3, Supplier will use all commercially reasonable efforts to ensure that a sufficient knowledge level needed to maintain the Clearwire Network through the remaining Key Personnel roles will be retained for Clearwire until the Disentanglement. At such point as the Key Personnel roles are reviewed and updated, the time allocation provision as set forth in connection with the Work is a material requirement Section 11.3 of this Agreement and that the replacement of any Key Personnel Exhibit L will be detrimental no longer apply to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a specific Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitmentsrather, it will give apply to anyone who works in the Work a priority and commit sufficient resources adjusted Key Personnel roles. 11.4 Supplier’s Lead Personnel (listed in attachment 4) are also considered Key Personnel but are subject to the Work following additional restrictions and requirements. 11.4.1 Supplier represents that each Lead Personnel is an experienced manager who is, or will enable Contractor endeavor to perform its obligations under this become, knowledgeable as to Clearwire’s activities, the Services and the Service Levels and who will act as the primary liaison between Supplier and Clearwire as specified in Section 5.2 of the Agreement. 11.4.2 Supplier will consult with Clearwire during the selection of Lead Personnel. 11.4.3 The Supplier Managed Services Manager will have overall responsibility for directing all of Supplier’s activities hereunder, and will be vested with all necessary authority to fulfill that responsibility. 11.4.4 As further described in Exhibit G, a component of Supplier’s Lead Personnel’s compensation will be a variable determined on the basis of the results of a Customer Satisfaction Survey that Supplier administers annually.

Key Personnel. The Contractor’s organizational structure Developer shall: (a) retain, employ and utilize the individuals specifically listed in Exhibit 2A-3 (Key Personnel Statement of Availability), and retain, employ and utilize individuals qualified for the performance positions described in Part 2A, Section 1.5 (Key Personnel) of the Work Technical Provisions to fill Key Personnel positions for the relevant period; Developer acknowledges that if LAWA reasonably determines that an individual is provided not qualified for a Key Personnel position, Developer shall at LAWA’s request replace that individual with one that meets the required qualifications; (b) not change or substitute any such individuals except due to retirement, death, disability, incapacity, or voluntary or involuntary termination of employment, or as otherwise approved by LAWA under Section 9.5(c); (c) provide notice to LAWA of any proposed replacement for any Key Personnel position. LAWA shall have the right to review the qualifications and character of each individual to be appointed to a Key Personnel position and shall act reasonably in Exhibit K. Prior to approving or disapproving use of such individual in such position before the commencement of any Work by such individual; (d) cause each Key Person to dedicate the full amount of time necessary for the proper prosecution and performance of the Work, as more specifically described in Part 2A, Section 1.5 (Key Personnel) of the Technical Provisions; (e) commit each Key Personnel shall hold Person to the positions indicated Project in Exhibit K. Contractor acknowledges accordance with Part 2A, Section 1.5 (Key Personnel) of the Technical Provisions; (f) provide LAWA with office and agrees that the continuity of cell phone numbers and email addresses for each Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of Person. LAWA may contact any Key Personnel 24 hours per day, seven days per week; (g) ensure that the Project Manager identified in the Technical Proposal or otherwise approved by XXXX (a) will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in have full responsibility for the prosecution of the D&C Work, (b) will act as agent and be a single point of contact in all matters relating to the D&C Work continuously on behalf of Developer at least until their role Final Completion, (c) will be present (or ensure that his or her approved designee is completedpresent) at the construction site at all times that Construction Work is performed, unless prior release is and (d) will be available to respond promptly to LAWA; and (h) ensure that the Quality Program Manager identified in the Technical Proposal or otherwise approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for LAWA (a) termination of a Key Personnel’s employment will have full responsibility for quality assurance and quality control with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions respect to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the D&C Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.until Final Completion,

Key Personnel. The Contractor’s organizational structure 15.1 If not agreed to before the execution of the Contract, the Contractor shall submit a proposed organisational chart for the performance Owner’s approval, as part of the Work is provided in Exhibit K. Prior to Execution Plan. The organisational chart shall show the commencement of Key Personnel and other supervisory and staff personnel who shall be executing the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection together with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. their respective job titles. 15.2 The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days identify any of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to which the Owner objects within 14 Work Days and if the Owner does not provide the Contractor with its objections to the Key Personnel, the Owner shall be replaced and deemed to have accepted the Key Personnel.‌ 15.3 If the Owner objects to any of the Key Personnel in accordance with Section 15.2, then the Contractor will promptly prepare a new organisational chart identifying the Key Personnel for the Owner-’s approval. This process shall be repeated until the Owner approves the Key Personnel. 15.4 Once the Owner has approved new the organizational chart identifying the Key Personnel, the Contractor shall within * Work Days arrange for each of the Key Personnel to complete and execute an agreement in the form of the Key Employee Confidentiality Proprietary Information and Consent Agreement, attached as part of Appendix G – Forms. 15.5 Subject to Section 15.6, the Contractor shall work together full timenot, without the Owner’s consent, make any changes to the Key Personnel or an organisational chart that has been approved by the Owner. 15.6 If any Key Personnel leave the Contractor’s workforce, the Contractor shall forthwith replace such Key Personnel with personnel possessing those qualifications necessary for the proper performance of the functions to which assigned. Where the Compensation for Work, or part thereof, is based on a reimbursable basis, then the Owner may shall have the right to determine if it the replacement personnel is concerned with suitable to the performance thereof request in writing the removal ofOwner, and if not suitable, the Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give provide further replacement personnel until the Work a priority and commit sufficient resources Owner determines that the replacement person is suitable to the Work that will enable Contractor to perform its obligations under this Agreement.Owner.‌

Key Personnel. 39.1 The Contractor’s organizational structure parties have agreed to the appointment of the Key Personnel as at the Effective Date. The SERVICE PROVIDER shall and shall procure that any Sub-contractor shall obtain the prior written consent of the CUSTOMER before removing or replacing any member of the Key Personnel from their corresponding role during the Term (including when carrying out Exit and Service transfer arrangements, and, where possible, at least [three] months written notice must be provided by the SERVICE PROVIDER of its intention to replace any member of Key Personnel from their corresponding role. 39.2 The CUSTOMER shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of Key Personnel by the SERVICE PROVIDER or Sub-contractor. The CUSTOMER may interview the candidates for Key Personnel roles before such candidate is appointed to such role. 39.3 The SERVICE PROVIDER acknowledges that the Key Personnel are essential to the proper provision of the Services to the CUSTOMER. The SERVICE PROVIDER shall ensure that the role of any Key Personnel is not vacant for any longer than [10] Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 39.4 The SERVICE PROVIDER shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role unless the CUSTOMER otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the SERVICE PROVIDER shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. 39.5 The CUSTOMER may identify any of the Workroles performed by SERVICE PROVIDER Personnel as Key Personnel, who will then be included on the list of Key Personnel by the SERVICE PROVIDER. The CUSTOMER may also require the SERVICE PROVIDER to remove any member of the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity CUSTOMER considers in any respect unsatisfactory. 39.6 The CUSTOMER shall not be liable for the cost of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of replacing any Key Personnel will be detrimental member appointed to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request role and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner SERVICE PROVIDER shall respond within ten (10) days of receiving indemnify the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner CUSTOMER against all Employee Liabilities that may if it is concerned with the performance thereof request arise in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrespect.

Key Personnel. The Contractor’s organizational structure for 8.1 Key Personnel assigned to perform the Work may not be removed from the performance of the Work is provided in Exhibit K. Prior they are designated to perform without the commencement prior written consent of the Work, Department. 8.2 If any of the Key Personnel shall hold should leave the positions indicated in Exhibit K. employment of the Third-Party Contractor acknowledges and agrees that or for any cause beyond the continuity reasonable control of the Third-Party Contractor, or be unable to perform Work, alternate personnel will be promptly proposed by the Third-Party Contractor. If, upon the Department‟s review of the proposed alternate, including, at the Department‟s option, interviewing the proposed alternate at the expense of the Third-Party Contractor, the Department approves of such proposed alternate, the proposed alternate will be deemed to be Key Personnel. If, for any reason, the Third-Party Contractor is unable to perform Work through the Key Personnel in connection or is unable to provide alternate personnel acceptable to the Department, the Company may, with written approval of the Work is a material requirement of Department, terminate this Agreement or any applicable Release Order immediately. 8.3 The Department may, by notice, without explanation, and that not in violation of Third-Party Contractor‟s human resources policies, require the replacement of any Key Personnel will be detrimental Third-Party Contractor to Owner and remove from the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution performance of the Work continuously until their role is completedany Subcontractor and/or any employee or representative of the Third-Party Contractor, unless prior release is approved or directed by Owner; provided however, including Key Personnel. Any Key Personnel may removed from the performance of the Work must be removed replaced forthwith in accordance with Section 8.2. 8.4 In the event Key Personnel or any other employee or representative of the Third-Party Contractor or any Subcontractor performs Work at the Work Site, the Company shall provide the Key Personnel or other employee or representative of the Third-Party Contractor or Subcontractor with the items and identification necessary to obtain access to the Work Site, including all permissions to provide timely access and egress to and from the relevant Work Site. The Third-Party Contractor shall: (i) take commercially reasonable security measures to ensure that such items and identification are not lost, obtained, or utilized by Contractor without Owner’s consent for anyone not expressly authorized by the Company in writing to receive or use them; and (ii) ensure that such items and identification are promptly returned to the Company upon: (a) completion or termination of a the Work being performed by such Key Personnel’s employment with , employee or representative of the Third-Party Contractor or its Affiliates, or any Subcontractor; (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family termination of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement; or (c) request by the Company.

Key Personnel. 41.3.1 The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Grantee shall obtain the prior written consent of the Welsh Ministers (such consent not to be unreasonably withheld or delayed, but without prejudice to the Grantee needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Grantee of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Grantee acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Grantee shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Grantee shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Deployed Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role (which shall be at least for the expected duration of the Workrole set out in Schedule 3.4 (Key Personnel)), unless the Welsh Ministers otherwise give their prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Grantee shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Welsh Ministers may identify any of the roles performed by Grantee Personnel as Key Personnel for agreement by the Grantee (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Grantee in accordance with the Change Control Procedure. The Welsh Ministers may also require the Grantee to remove any member of the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel Welsh Ministers consider in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner respect unsatisfactory and the overall quality Grantee shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Welsh Ministers shall not be liable for the cost of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) replacing any member appointed to a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrole.

Key Personnel. The Contractor’s organizational structure 7.1. Each Party shall appoint the persons as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each Party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective Party on the matters for which they are expressed to be removed responsible. 7.2. The Supplier shall not remove or replace any of the Key Personnel unless: 7.2.1. requested to do so by Contractor without Ownerthe Customer for justified reasons; or 7.2.2. the person is on long-term leave; or 7.2.3. the element of the Services in respect of which the individual was engaged has been completed to the Customer’s consent for (a) termination of a Key Personnelsatisfaction; or 7.2.4. the person’s employment with the Contractor Supplier is terminated or its Affiliatesthe role within the company changes (promotions, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in moves to another department); or 7.2.5. the family of a Key Personnel. Revisions to Supplier obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Customer with 30 days notice. 7.3. The Supplier shall inform the Customer of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Customer shall be entitled to interview any such person and may object to any such proposed appointment within 5 Business Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 7.4. Each Party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 5 Business Days. Any replacement shall work together full time. Owner may if it is concerned with be as, or more, qualified and experienced as the performance thereof request in writing previous incumbent and fully competent to carry out the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources tasks assigned to the Work that will enable Contractor to perform its obligations under Key Personnel whom he or she has replaced. A temporary replacement shall be identified with immediate effect from the Supplier or the Customer becoming aware of the role becoming vacant. 7.5. If the Supplier replaces the Key Personnel as a consequence of this AgreementClause [7], the cost of effecting such replacement shall be borne by the Supplier.

Key Personnel. The Contractor’s organizational structure for the Prior to commencement of performance of the Work Integration Services hereunder and throughout the course of this Agreement, ORION and the COUNTY will mutually designate in writing certain individuals from ORION and the COUNTY as Key Personnel. Each Party shall have the opportunity to interview the other Party's Key Personnel prior to designation pursuant to this section, and at any time during the term of the Agreement, to determine that such individuals are sufficiently qualified to perform the Integration Services hereunder. If either Party determines that any such individual is provided in Exhibit K. Prior not so qualified, the other Party shall use reasonable efforts to substitute such individual with a qualified replacement subject to the commencement requesting Party's approval. Each party agrees that it shall not transfer or reassign Key Personnel without the express written agreement of the Workother Party, which agreement shall not unreasonably be withheld. Should any Key Person of either Party no longer be employed during the term of this Agreement, the Party shall make a good faith effort to present to the other Party an individual with greater or equal qualifications as a replacement subject to the other Party's approval, which approval shall not unreasonably be withheld. The Parties understand and agree that each Party may reassign, without the other Party's consent, its own personnel other than its Key Personnel, to different tasks or to other projects or contracts; provided, however, that each Party shall use reasonable efforts not to reassign any personnel in a way that would delay the services provided hereunder. In the event that any employee of ORION, or of any of its subcontractors, performing services hereunder is found to be unacceptable to COUNTY, COUNTY shall notify ORION of such fact in writing and ORION shall immediately remove said employee or subcontractor from performing services for COUNTY and provide a qualified replacement. COUNTY agrees to accept without penalty to ORION any delays that may be caused by such change. Personnel involved in this project will be exposed to sensitive and confidential information contained in the criminal records. Therefore, COUNTY reserves the right to conduct a "background" check on any staff person assigned to the project and to base its rejection on considerations revealed in that check. In the event that any COUNTY employee performing services hereunder, other than the COUNTY project manager, is found to be unacceptable to ORION, ORION shall hold the positions indicated notify COUNTY of such fact in Exhibit K. Contractor acknowledges writing and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of COUNTY shall immediately remove said employee from performing services under this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of provide a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementqualified replacement.

Key Personnel. The Contractor’s organizational structure 11.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 11.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Authority. 11.3 The Supplier shall inform the Authority of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within 5 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 11.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 20 Working Days. Any replacement shall work together full timebe as, or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 11.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 11.6 If the Supplier replaces the Key Personnel as a consequence of this clause 11, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor’s organizational structure CONSULTANT agrees that each person listed or referenced in CONSULTANT’S proposal package provided in response to RSQ # 25-xxx, shall be available to perform the services described herein for the performance COUNTY barring illness, accident, or other unforeseeable events of a similar nature, in which case CONSULTANT must be able to promptly provide a qualified replacement. In the event CONSULTANT desires to substitute personnel, CONSULTANT shall propose a person with equal or higher qualifications; each replacement person is subject to prior written approval of the Work COUNTY. In the event the requested substitute is provided in Exhibit K. Prior not satisfactory to the commencement COUNTY and the matter cannot be resolved to the satisfaction of the WorkCOUNTY, the COUNTY reserves the right to terminate this Agreement. A list of CONSULTANT’S Key Personnel Personnel, Subconsultants, and Joint Ventures under this Agreement are attached hereto and incorporated herein as Exhibit C. If personnel are substituted utilizing the services of subconsultant entities not included in CONSULTANT’S proposal, restrictions related to subcontracting in Paragraph 18 of this Agreement shall hold apply to CONSULTANT’S replacement. CONSULTANT will be responsible for providing that all personnel are competent, experienced, and reliable. All personnel must have sufficient skill and experience to perform their assigned task(s) properly and satisfactorily, to operate any equipment involved, and will make due and proper effort to execute the positions indicated work in Exhibit K. Contractor acknowledges the manner prescribed in the agreement documents. When the COUNTY determines that any person is incompetent, unfaithful, intemperate, disorderly, or insubordinate, such person will be immediately discharged from the Service and agrees that will not again be employed on the continuity Service without the written consent of Key Personnel the COUNTY. Should the CONSULTANT fail to remove such person or persons, the COUNTY may withhold all payments which are or may become due in connection with the Work is a material requirement of this Agreement and that Services subject to the replacement of any Key Personnel will be detrimental to Owner and removal or may suspend the overall quality Services with approval of the WorkCOUNTY until such orders are complied with. The Key Personnel No alcoholic beverages or drugs are permitted on any COUNTY properties. Evidence of alcoholic beverages or drug use by an individual will be engaged full-time and exclusively result in immediate termination from the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementjob site.

Key Personnel. 41.3.1 The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Deployed Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role (which shall be at least for the expected duration of the Workrole set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel Authority considers in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner respect unsatisfactory and the overall quality Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) replacing any member appointed to a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrole.

Key Personnel. The ContractorSupplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term. Attachment 9.2 (Key Personnel) of the Order Form lists the Key Roles and names of the persons who the Supplier shall appoint to fill those Key Roles at the Effective Date. The Buyer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out Exit Management) unless: requested to do so by the Buyer; the person concerned resigns, retires or dies or is on maternity leave, paternity leave or shared parental leave or long-term sick leave; the person’s organizational structure employment or contractual arrangement with the Supplier or a Sub-contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Buyer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Buyer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of 2 weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than 10 Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least 60 Working Days’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the performance of the Work is provided in Exhibit K. Prior Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the commencement of relevant Key Role; and is fully competent to carry out the Work, tasks assigned to the Key Personnel whom he or she has replaced. The Parties agree that: the Supplier shall hold both during and after the positions indicated in Exhibit K. Contractor acknowledges and agrees Term indemnify the Buyer against all Employee Liabilities that the continuity of Key Personnel in connection with the Work is may arise as a material requirement of this Agreement and that the replacement result of any Key Personnel will be detrimental to Owner claims brought against the Buyer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel; and the overall quality Buyer shall both during and after the Term indemnify the Supplier against all Employee Liabilities that may arise as a result of any claims brought against the Supplier by any person where such claim arises from any act or omission of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution Buyer or any of the Work continuously until their role is completedBuyer’s employees, unless prior release is approved or directed by Owner; provided howeveragents, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, consultants and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementcontractors.

Key Personnel. The Contractor’s organizational structure 18.1 Each party shall appoint the persons named as such in Schedule 9 (Key personnel) as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 18.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Council; or (b) the person is on long-term sick leave; or (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Council's satisfaction; or (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Council. 18.3 The Supplier shall inform the Council of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Council shall be entitled to interview any such person and may object to any such proposed appointment within 5 Business Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 18.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 90 days. Any replacement shall work together full timebe as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Council becoming aware of the role becoming vacant. 18.5 The Council may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 18.6 If the Supplier replaces the Key Personnel as a consequence of this clause 18, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. 35.1 The Contractor’s organizational structure Service Provider shall make available for the provision of the Services the services of the Key Personnel. The Service Provider acknowledges that the Key Personnel are essential to the provision of the Services and shall ensure that all Key Personnel have appropriate relevant work experience. 35.2 The Service Provider shall provide job descriptions (“Job Descriptions”) for the Key Personnel positions to TfL promptly on request which shall include as a minimum: (A) key accountabilities; (B) key competencies; (C) the scope of each role; and (D) the minimum qualifications and experience required to fulfil the role. 35.3 The Job Descriptions shall be subject to approval by TfL. 35.4 The Service Provider will ensure that each of the Key Personnel devotes their time and effort exclusively to the performance of the Work is provided in Exhibit K. Prior Services save to the commencement of the Work, extent set out in schedule 11 (Key Personnel). The Service Provider will take all reasonable steps to ensure it retains the Key Personnel, save to the extent set out in schedule 11 (Key Personnel), and will not remove or change Key Personnel shall hold the positions indicated without TfL's prior written agreement, except that such consent is not required in Exhibit K. Contractor acknowledges and agrees that the continuity respect of any removal of Key Personnel in connection with where due to dismissal, resignation, illness or other significant personal circumstances. 35.5 The Service Provider shall promptly notify TfL if a member of Key Personnel leaves the Work employment of the Service Provider (including, for the avoidance of doubt, where such member is a material requirement secondee to the Service Provider whose secondment ends) and shall include in such notice the reason for their leaving unless prevented by law or a binding obligation of this Agreement and confidentiality. 35.6 The Service Provider will ensure that the replacement role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement will be detrimental fully competent to Owner and carry out the overall quality of tasks assigned to the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved which he or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those she has replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days Working Days of receiving his/her commencing work on the resumes Services. For the avoidance of doubt, nothing in this clause shall prevent the Service Provider from using temporary staff in the role of Key Personnel while it is recruiting a permanent replacement, provided that the Service Provider complies with its written approval or detailed comments as to why approval is not granted. Should Owner approve the provisions of the this clause 35 in respect of such temporary staff. 35.7 Before assigning replacement of a Key Personnel, Contractor shall allow for an overlap of the Service Provider will provide TfL with a minimum of two (2) weeks during which both curriculum vitae and any other information about the individual as requested by TfL. 35.8 If TfL, acting reasonably, considers any Key Personnel unsatisfactory in any respect then TfL may, by written notice to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with Service Provider, request the performance thereof request Service Provider to take remedial action in writing the removal of, and Contractor shall promptly remove and replace, any relation to such member of Key Personnel. Contractor agrees thatIf within twenty (20) Working Days of such notice TfL reasonably considers that the matter is still unresolved then TfL will have the right, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources by written notice to the Work Service Provider, to require the removal of such member of Key Personnel with immediate effect, and the terms of clause 35.6 shall apply in respect of replacement of that member of Key Personnel. The exercise of this right will enable Contractor to perform not relieve the Service Provider of its obligations under this Agreement. 35.9 TfL shall from time to time notify the Service Provider of the key points of contact for the Services within TfL.

Key Personnel. 15.1 Eligible agencies shall retain the right to interview all prospective personnel, if necessary, and to accept or reject any or all, based upon skills required and the background and experience of each individual for any given assignment. An eligible agency may request from the Contractor, a copy of the interpreter’s license and/or certification at the time of confirmation of an assignment. 15.2 It is essential that the Contractor provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor agrees and understands that the State’s agreement to the Contract is predicated, in part and among other considerations, on the utilization of the specific individual(s) and/or personnel qualification(s) as identified and/or described in the Contractor's proposal. Therefore, the Contractor agrees that no substitution of such specified individuals and/or personnel qualifications shall be made without the prior written approval of the State. The State shall not unreasonably exercise the rights reserved under this paragraph. 15.3 During the course of the Contract, the State reserves the right to require the Contractor to reassign or otherwise remove from the project any contractor employee(s) found unacceptable by the State. In the event any such personnel shall fail to adhere to the eligible agency’s organizational structure directions, regulations, or demonstrate that they are not qualified to perform the duties required, the eligible agency shall notify the Contractor who shall replace each employee or approved subcontractor with another approved personnel at no cost to the eligible agency. If a substitute interpreter is obtained, the Contractor shall reimburse the eligible agency for all costs incurred to hire an additional contractor. 15.4 The Contractor further agrees that any substitution made pursuant to this paragraph shall be equal or better than originally proposed and that the State’s approval of a substitution shall not be construed as an acceptance of the substitution's performance potential. The State agrees that an approval of a substitution shall not be unreasonably withheld. 15.5 The Contractor shall bear all transitional expenses incurred for any costs associated with removing or replacing Key Personnel who are performing work under the Contract. This shall include becoming familiar with the specific characteristics and special requirements of the project area. If the Contractor replaces Key Personnel, it shall not affect their commitment to meet all schedules and deliverables. The Contractor agrees to reveal its staffing levels by function, including resumes, upon request by the State at any time during the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, the Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementContract.

Key Personnel. 3.10.1 The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel. The Service Provider shall and shall procure that any sub-contractor shall obtain the prior written consent of the Customer before removing or replacing any Key Personnel during the Contract Period, and written notice must be provided by the Service Provider of its intention to replace Key Personnel within a minimum of three (3) Working Days of the Service Provider becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). 3.10.2 The Customer shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Service Provider or sub-contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. 3.10.3 The Service Provider acknowledges that the Key Personnel are essential to the proper provision of the Services to the Customer. Unless otherwise agreed in writing between the Parties, the Service Provider shall ensure that the role of any Key Personnel is not vacant for any longer than three (3) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he has replaced. 3.10.4 The Service Provider shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided in Exhibit K. Prior commensurate with and sufficient to perform the commencement obligation of that person's role unless the Customer otherwise gives its prior Approval. To the extent that it can do so without disregarding its statutory obligations, the Service Provider shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. 3.10.5 The Customer may identify any of the WorkStaff as Key Personnel, who will then be included on the list of Key Personnel by Service Provider. 3.10.6 The Customer may also require the Service Provider to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel. 3.10.7 The Service Provider shall use its best endeavours to ensure that the Key Personnel are contactable during Working Hours. 3.10.8 Subject to Clause 3.10.9, the Service Provider shall provide the Customer with a replacement to cover any periods of planned or unplanned absence of the Key Personnel. 3.10.9 If any of the Key Personnel shall hold be prevented by illness or injury from performing the positions indicated Services, the Service Provider shall report the fact to the Customer in Exhibit K. Contractor acknowledges and agrees accordance with the Customer's policy in relation to such absence as notified to the Service Provider by the Customer from time to time and, in the case of an absence of uncertain duration, shall keep the Customer informed of its expected duration. Unless otherwise agreed in writing between the Parties, if the absence through illness or injury continues for more than [five (5) consecutive days], the Service Provider shall provide the Customer with a replacement for the period of absence. 3.10.10 The Parties agree that the continuity any costs of a change in Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.Clause

Key Personnel. The Contractor’s organizational structure for 5.7.1. To carry out its duties, the performance of Contractor shall provide at least the Work is provided key personnel identified in Exhibit K. Prior E to this Agreement (“Key Personnel”), who shall carry out the commencement of the Workfunctions identified in Exhibit E. Among other things, the Key Personnel shall hold include: (i) the positions indicated in Exhibit K. Project Executive; (ii) the Field Superintendent; (iii) the Project manager who will supervise the interior design work; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager). It is contemplated that these Key personnel will work from the design stage, purchasing and throughout the bulk of the field work. The Contractor’s obligation to provide adequate staffing is not limited to providing the Key Personnel, but is determined by the needs of the Project. The Contractor acknowledges and agrees that shall not replace any of the continuity of Key Personnel without the Department’s prior written approval. If any of the Key Personnel become unavailable to perform services in connection with the Work is a material requirement Agreement due to death, disability or separation from the employment of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliatesany affiliate of the Contractor, or (b) then the Contractor shall promptly notify the Department’s Contracting Officer and propose a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions replacement acceptable to the organizational structure Department. The Department shall be entitled to complete information before approving such replacement, including, but not limited to, a current resume of the proposed replacement to include qualifications and experience.” 5.7.2. Certain members of the Contractor’s Key Personnel shall be subject to Ownerreplacement fee for their removal or reassignment by the Contractor. Those members of the Contractor’s prior approvalKey Personnel subject to the replacement fee as indicted in the Project Summary Section of this Agreement shall be identified in Exhibit E as subject to the replacement fee provision. In the event there is no delineation in Exhibit E of those members of the Contractor’s Key Personnel subject to the replacement fee provision of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement fee provision of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement.

Key Personnel. The Contractor’s organizational structure ‌ 10.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 10.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier notifies the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond Authority within ten (10) 5 working days of receiving any change. 10.3 The Supplier shall inform the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve Authority of the replacement identity and background of a Key Personnel, Contractor shall allow any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel to be replaced and as soon as a suitable replacement has been identified. 10.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 15 consecutive Working Days. Any replacement shall work together full timebe as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 10.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 10.6 If the Supplier replaces the Key Personnel as a consequence of this clause 10, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. 17.1. The Contractor’s organizational structure Supplier shall appoint the persons named as such in section 3.4 of Schedule 1 (Contract Particulars) as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved which has been allocated to the applicable Key Personnel. 17.2. The Supplier shall not remove or directed by Owner; provided however, replace any of the Key Personnel may be removed unless: 17.2.1. requested to do so by Contractor without Owner’s consent for (a) termination the Commissioner; 17.2.2. the person is on long-term sick leave; 17.2.3. the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Commissioner's satisfaction; 17.2.4. the person resigns from their employment with the Contractor or its Affiliates, or (b) a Supplier; or 17.2.5. the Supplier obtains the prior written consent of the Commissioner. 17.3. The Supplier shall inform the Commissioner of the identity and background of any replacements for any of the Key Personnel dying, retiring, resigning, or becoming seriously ill, or as soon as a serious illness or death in the family of a Key Personnelsuitable replacement has been identified. Revisions to the organizational structure of Key Personnel The Commissioner shall be subject entitled to Owner’s prior approval, interview any such person and replacement of, or additions to, may object to any such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond proposed appointment within ten (10) days Working Days of receiving being informed of or meeting any such replacement if, in its reasonable opinion, it considers the resumes with proposed replacement to be unsuitable for any reason. 17.4. The Supplier shall ensure that the role of each of its written approval or detailed comments as to why approval Key Personnel is not granted. Should Owner approve of the replacement vacant (in terms of a Key Personnelpermanent representative) for more than five (5) Working Days. Any replacement shall be as, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both or more, qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Supplier becoming aware of the role becoming vacant. 17.5. The Commissioner may require the Supplier to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 17.6. If the Supplier replaces the Key Personnel as a consequence of this Clause 17, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor’s organizational structure ‌ 16.1 Each party shall appoint the persons named as such in Schedule 5 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 16.2 The Service Provider shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the University; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the University's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Service Provider; or (be) a the Service Provider obtains the prior written consent of the University. 16.3 The Service Provider shall inform the University of the identity and background of any replacements for any of the Key Personnel dying, retiring, resigning, or becoming seriously ill, or as soon as a serious illness or death in the family of a Key Personnelsuitable replacement has been identified. Revisions to the organizational structure of Key Personnel The University shall be subject entitled to Owner’s prior approval, interview any such person and replacement of, or additions to, may object to any such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond proposed appointment within ten (10) days Working Days of receiving meeting any such replacement if, in its reasonable opinion, it considers the resumes with proposed replacement to be unsuitable for any reason. 16.4 Each party shall ensure that the role of each of its written approval or detailed comments as to why approval Key Personnel is not granted. Should Owner approve of the replacement vacant (in terms of a Key Personnelpermanent representative) for more than five (5) Working Days. Any replacement shall be as, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. A temporary replacement shall be identified with immediate effect from the Service Provider or the University becoming aware of the role becoming vacant. 16.5 The University may require the Service Provider to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 16.6 If the Service Provider replaces the Key Personnel as a consequence of this clause 16, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementService Provider.

Key Personnel. 19.1 The Contractor’s organizational structure for the performance of the Work is provided in Exhibit K. Prior to the commencement of the Work, Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Contract Period. Schedule 17 lists the Key Roles and names of the persons whom the Supplier shall hold appoint to fill those Key Roles at the positions indicated Commencement Date. 19.2 The Authority may identify any further roles as being Key Roles and, following agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), the relevant persons selected to fill those Key Roles shall be included in Exhibit K. Contractor acknowledges and agrees that the continuity list of Key Personnel in connection with the Work is a material requirement Personnel. 19.3 The identity of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure each member of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions tothe Approval of the Authority, such Approval not to be unreasonably withheld or delayed. 19.4 The Supplier shall not remove or replace any Key Personnel shall only (including when carrying out its obligations under any Exit Plan) unless: 19.4.1 requested to do so by the Authority; 19.4.2 the person concerned resigns, retires, dies or is on maternity or paternity leave or long-term sick leave; 19.4.3 the person's employment or contractual arrangement with the Supplier or Sub- contractor is terminated for material breach of contract by the employee; or 19.4.4 the Supplier obtains the Authority's Approval (such Approval not to be made with persons having qualifications equal to unreasonably withheld or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for delayed). 19.5 The Supplier shall: 19.5.1 notify the substitution Authority promptly of the absence of any Key Personnel shall include a detailed explanation and reason (other than for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval short-term sickness or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum holidays of two (2) weeks or less), in which case the Supplier shall ensure appropriate temporary cover for that Key Role; 19.5.2 ensure that any Key Role is not vacant for any longer than ten (10) Working Days; 19.5.3 give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least one (1) month's notice; 19.5.4 ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which both incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the performance of the Services; and 19.5.5 ensure that any replacement for a Key Role: (a) has a level of qualifications and experience appropriate to the relevant Key Role; and (b) is fully competent to carry out the tasks assigned to the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementwhom he or she has replaced.

Key Personnel. The Contractor’s organizational structure for Parties have agreed to the performance appointment of the Work is provided in Exhibit K. Prior Key Personnel. The Supplier shall and shall procure that any Sub-Contractor shall obtain Approval before removing or replacing any Key Personnel during the Contract Period. The Supplier shall provide the Customer with at least one (1) month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its Approval to the commencement removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub-Contractor. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Work, Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be at least as qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel shall hold whom he or she has replaced. The Customer may require the positions indicated in Exhibit K. Contractor acknowledges and agrees Supplier to remove (or procure the removal of) any Key Personnel that the continuity Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Proposed Premises and/or the Premises (as applicable) in connection with the Work is a material requirement of this Agreement and that Contract, specifying the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively capacities in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is they are concerned with the performance thereof request Contract and giving such other particulars as the Customer may request. Staff engaged within the boundaries of the Proposed Premises and/or the Premises (as applicable) shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in writing force from time to time for the removal ofconduct of personnel when at or within the boundaries of those premises. If the Supplier fails to comply with Clause 58.2 within three (3) weeks of the date of the Customer’s request, and Contractor the Customer may terminate the Contract, provided always that such termination shall promptly remove and replace, not prejudice or affect any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources right of action or remedy which shall have accrued or shall thereafter accrue to the Work that will enable Contractor Customer. The decision of the Customer as to perform its obligations under this Agreementwhether any person is to be refused access to the Proposed Premises and/or the Premises (as applicable) and as to whether the Supplier has failed to comply with Clause 58.2 shall be final and conclusive.

Key Personnel. (a) JPMC may designate certain Supplier Personnel as key personnel for a particular Task Order ("Key Personnel") which, in any event, shall include Supplier Task Order Manager, the Account Manager and the Engagement Manager. All Key Personnel shall have sufficient knowledge and authority within Supplier's organization to assure that Supplier will be responsive to JPMC's reasonable requests. The Contractor’s organizational structure names and qualifications of each of the Key Personnel for an applicable Task Order shall be set forth in such Task Order. (b) Supplier shall not reassign or replace, or permit the reassignment or replacement of, any Key Personnel unless: (i) Supplier has received the prior written consent of JPMC for such reassignment or replacement or (ii) the member of the Key Personnel ceases performance of the Work is provided in Exhibit K. Prior Services due to (A) voluntary resignation from employment with Supplier, or any Subcontractor, as the commencement case may be, (B) dismissal from employment with Supplier, or any Subcontractor, as the case may be, for misconduct (e.g., fraud, drug abuse, theft), (C) removal of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity member following a material failure to perform obligations pursuant to this Agreement or (D) death or disability of such Key Personnel in connection with member or exercise of statutory leave. In the Work is a material requirement event of this Agreement and that the replacement any voluntary resignation of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s from employment with the Contractor or Supplier, Supplier shall use its Affiliates, or best commercial efforts to retain such employee. (bc) Before assigning an individual to a Key Personnel dyingposition, retiringwhether as an initial assignment or as a replacement, resigning, or becoming seriously ill, or Supplier shall provide JPMC with any information regarding the individual (including a serious illness or death in the family of resume) that may be reasonably requested by JPMC. Supplier shall only assign to a Key PersonnelPersonnel position an individual who is pre-approved by JPMC in writing. Revisions PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (d) Supplier shall not assign any Key Personnel to provide services which are substantially similar to the organizational structure Services provided under an applicable Task Order for any business or organization that competes with JPMC, without JPMC's prior written consent for a period of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, twelve (12) months after such Key Personnel shall only be made with persons having qualifications equal ceased to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests provide Services for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementJPMC.

Key Personnel. The Contractor’s organizational structure for 5.7.1. To carry out its duties, the performance of Construction Manager shall provide at least the Work is provided key personnel identified in Exhibit K. Prior E to this Agreement (“Key Personnel”), who shall carry out the commencement of the Workfunctions identified in Exhibit E. Among other things, the Key Personnel shall hold include: (i) the positions indicated in Exhibit K. Contractor acknowledges Project Executive; (ii) the Field Superintendent; (iii) the Project manager who will supervise the interior design work; (iv) the Project Manager who will supervise the Mechanical, Electrical, and agrees Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the continuity Department’s quality control representative (Safety/Quality Assurance/Quality Control Manager). It is contemplated that these Key personnel will work from the design stage, purchasing and throughout the bulk of the field work. The Construction Manager’s obligation to provide adequate staffing is not limited to providing the Key Personnel, but is determined by the needs of the Project. The Construction Manager shall not replace any of the Key Personnel without the Department’s prior written approval. If any of the Key Personnel become unavailable to perform services in connection with the Work is a material requirement of this Agreement and that due to death, disability or separation from the replacement of any Key Personnel will be detrimental to Owner and the overall quality employment of the WorkConstruction Manager or any affiliate of the Construction Manager (Such separation shall be notified immediately to the Department), then the Construction Manager shall promptly appoint a replacement acceptable to the Department. The Key Personnel will Department shall be engaged full-time entitled to complete information on each such replacement, including a current resume of his or her qualifications and exclusively in the prosecution experience. 5.7.2. Certain members of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without OwnerConstruction Manager’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Ownerreplacement fee for their removal or reassignment by the Construction Manager. Those members of the Construction Manager’s prior approvalKey Personnel subject to the replacement fee as indicted in the Project Summary Section of this Agreement shall be identified in Exhibit E as subject to the replacement fee provision. In the event there is no delineation in Exhibit E of those members of the Construction Manager’s Key Personnel subject to the replacement fee provision of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approvalthe replacement fee provision of this Agreement. 5.7.3. All requests for In addition, the substitution Department shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce the scope of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve services of the replacement Construction Manager in the event that a member of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel has been removed or replaced by the Construction Manager without the prior written consent of the Department. In the event the Department exercises the right to be remove, replace or to reduce the scope of services of the Construction Manager, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the Construction Manager’s team not removed or replaced and the Owner-approved new Key Personnel remaining members shall work together full time. Owner may if it is concerned complete the services required under this Agreement in conjunction with the performance thereof request in writing new members of the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give Construction Manager’s team approved by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementDepartment.

Key Personnel. 5.7.1 To carry out its duties, the Design-Builder shall provide at least the key personnel identified in Exhibit F to this Agreement (“Key Personnel”), who shall carry out the functions identified in Exhibit F. The ContractorKey Personnel shall include (i) the Project Executive; (ii) the Field Superintendent; (iii) the Project manager who will supervise the interior design and Work; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s organizational structure for quality control representative. The Design-Builder’s obligation to provide adequate staffing is not limited to providing the performance Key Personnel, but is determined by the needs of the Work is provided in Exhibit K. Prior to the commencement Project. The Design-Builder shall not replace any of the Work, the Key Personnel without the Department’s prior written approval, which shall hold not be unreasonably withheld. If any of the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel become unavailable to perform services in connection with the Work is a material requirement of this Agreement and that due to death, disability or separation from the replacement of any Key Personnel will be detrimental to Owner and the overall quality employment of the WorkDesign-Builder or any affiliate of the Design-Builder, then the Design-Builder shall promptly appoint a replacement acceptable to the Department. The Key Personnel will Department shall be engaged full-time entitled to complete information on each such replacement, including a current resume of his or her qualifications and exclusively in the prosecution experience. 5.7.2 Certain members of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without OwnerDesign-Builder’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Ownera removal or replacement fee for their removal or reassignment by the Design-Builder. Those members of the Design Builder’s prior approvalKey Personnel subject to such fee in 0 shall be identified in Exhibit F as subject to the fee provisions herein. In the event there is no delineation in Exhibit F of those members of the Design-Builder’s Key Personnel subject to the fee provisions of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution fee provisions of Key Personnel this Agreement. 5.7.3 In addition, the Department shall include a detailed explanation and reason for have the request and right, to be exercised in its sole discretion, to remove, replace or to reduce the resumes scope of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve services of the replacement Design-Builder in the event that a member of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel has been removed or replaced by the Design-Builder without the prior written consent of the Department. In the event the Department exercises the right to be remove, replace or to reduce the scope of services of the Design-Builder, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the Design-Builder’s team not removed or replaced and the Owner-approved new Key Personnel remaining members shall work together full time. Owner may if it is concerned with complete the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations services required under this Agreement.

Key Personnel. The Contractor’s organizational structure Supplier shall and shall procure that any Sub-contractor shall obtain Approval before removing or replacing any Key Personnel during the Contract Period. The Supplier shall provide the Customer with at least one month's written notice of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its consent to the removal or appointment of a replacement for any relevant Key Personnel by the Supplier or Sub‑contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. The Customer may also require the Supplier to remove any Key Personnel that the Customer reasonably considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises: any member of the Staff; or any person employed or engaged by any member of the Staff, whose admission or continued presence would, in the reasonable opinion of the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with the Contract, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Premises shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises. If the Supplier fails to comply with clause 15.2 within two (2) Months of the date of the request, the Customer may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Customer. The decision of the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with clause 15.2 shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found by the Supplier to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-contractor shall): carry out a policy check with the records held by DfES; conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. OFFERS OF EMPLOYMENT During the Contract Period and for a period of twelve (12) Months thereafter neither the Customer nor the Supplier shall employ or offer employment to any of the other Party's staff who have been associated with the procurement and/or the contract management of the Services without that other Party's prior written consent. This clause 16 shall not apply where the staff in question have replied to a bona fide advertisement. [Note to customers: Please consider the application of TUPE and how this can be dealt with under the contract.] TRAINING The Supplier shall provide training to the Customer's personnel in accordance with paragraph 3.6 of the Order Form (if any) in respect of the use and maintenance of the Services. The Contract Charges shall include the cost of any training and instruction of the Customer's personnel in the use and maintenance of the Services. STAFFING SECURITY The Supplier shall comply with the Staff Vetting Procedures in respect of all Staff employed or engaged in the provision of the Services. The Supplier confirms that all Staff employed or engaged by the Supplier at the Commencement Date were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures. The Supplier shall provide training on a continuing basis for all Staff employed or engaged in the provision of the Services in compliance with the Security Policy and Security Management Plan. The Supplier agrees that it will not require that the persons engaged by any Sub-contractor obtain Clearance who have not previously held Clearance except where there is an urgent priority requirement including: Clearance being genuinely necessary and proportionate; or the work must be completed by the relevant person within 30 days (in relation to Defence Vetting Agency Security Checks and Defence Vetting Agency Counter Terrorist Checks ("CTC") and 100 days (in relation to Defence Vetting Agency Developed Vetting) of the Commencement Date; or the role of the Sub-contractor requires immediate and routine unsupervised access to: sites or persons at risk of terrorist attack, in which case a CTC can be required; or assets protectively marked as at least SECRET. Save in respect of the circumstances set out in clause 18.3 above in the event that it will take longer for the Supplier to carry out the work than to secure Clearance, the Customer's existing practices for escorting and supervising un‑cleared Sub-contractors will be followed until such time as the Sub-contractor's Clearance is confirmed. Where the persons engaged by a Sub-contractor have previously held Clearance, the Supplier may consider such person's Clearance as current if that person has not worked continuously on jobs where Clearance is required, only where the following conditions are met: that person's existing Clearance is not more than three years old in relation to non List x or five years old in relation to List x; the Sub-contractor has worked on a job where the clearance was required in the past 12 months; or the Sub-contractor has not resided overseas for more than six months since its last cleared post. INTELLECTUAL PROPERTY RIGHTS Save as expressly granted elsewhere under the Contract: the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including: the Documentation; or the Supplier Pre-Existing IPR, and the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including: ; the Customer Pre-Existing IPR; the Project Specific IPR; Where either party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in clause 19.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other party on the request of the other party (whenever made). The Supplier shall not, and shall procure that the Staff shall not, (except when necessary for the performance of the Work is provided in Exhibit K. Prior Contract) without Approval, use or disclose any of the, Customer's Pre-Existing IPR, or the Project Specific IPRs to any third party. The Supplier hereby grants, or shall procure the direct grant, to the commencement Customer (and the Replacement Supplier) of a transferrable, irrevocable, sub-licensable, non-exclusive, royalty free licence to use the Supplier Pre-Existing IPR and the Documentation so far as is necessary for the Customer to receive the Services and make use of the Workservices provided by the Replacement Supplier. The Supplier hereby assigns to the Customer, with full title guarantee, title to and all rights and interest in the Project Specific IPRs or shall procure that the first owner of the Project Specific IPRs assigns them to the Customer on the same basis. Such assignment shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Project Specific IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in the Project Specific IPRs assigned to the Customer under this Contract. The Customer hereby grants to the Supplier a non-exclusive, non-assignable licence to use the, Customer's Pre-Existing IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the Supplier to provide the Services. Such licence: includes the right to grant sub-licences to Sub-contractors provided that any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in clause 20.6 (Confidentiality); and is granted solely to the extent necessary for performing the Services in accordance with this Contract. The Supplier shall not, and shall procure that the Sub-contractors do not, use the licensed materials for any other purpose or for the benefit of any person other than the Customer. In the event of the termination or expiry of this Contract, the Key Personnel licence referred to in clause 19.6 and any sub-licence granted in accordance with clause 19.6.1 shall hold terminate automatically and the positions indicated Supplier shall deliver to the Customer all material licensed to the Customer pursuant to clause 19.6 in Exhibit K. Contractor acknowledges and agrees that the continuity Supplier's possession or control. With exception of Key Personnel commercially available IPRs, prior to using any third party IPRs in connection with the Work is a material requirement supply of this Agreement and that the replacement Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval ("Request for Approval"). The Supplier shall provide the Customer with details of any Key Personnel will be detrimental to Owner and third party licence required by the overall quality of Supplier and/or the Work. The Key Personnel will be engaged full-time and exclusively Customer in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests order for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as Supplier to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform carry out its obligations under the Contract using the third party IPRs in the Request for Approval. The Customer reserves the right to withhold Approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be incurred. Where the Supplier is granted Approval to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. The Supplier shall on demand, during and after the Contract Period, indemnify and keep indemnified and hold the Customer and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or the Crown may suffer or incur as a result of any claim that the rights granted to the Customer pursuant to this AgreementContract and/or the performance by the Supplier of the Services and/or supply of the Deliverables and/or the possession or use by the Customer of the Deliverables infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from: items or materials based upon designs supplied by the Customer; or the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of the Contract. The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Customer; and shall not settle or compromise the Claim without Approval (not to be unreasonably withheld or delayed). If a Claim is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (not to be unreasonably withheld or delayed), use its best endeavours to: modify the relevant part of the Services, the Deliverables without reducing the performance or functionality of the same, or substitute alternative services or deliverables of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified services or deliverables or to the substitute services or deliverables; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Customer, and in the event that the Supplier is unable to comply with clauses 19.11.1 or 19.11.2 within 20 Working Days of receipt of the Supplier's notification the Customer may terminate the Contract with immediate effect by notice in writing and the Supplier shall, upon demand, refund the Customer with all monies paid in respect of the Services, that is subject to the Claim. The Supplier's compliance with clause 19.11 shall be at its own expense and the Supplier shall be liable for all costs and expenses that the Customer may incur resulting from the Customer's compliance with clause 19.11. In the event that a modification or substitution in accordance with clause 19.11.1 is not possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with clause 19.11.2 the Customer shall be entitled to delete the relevant Service, Deliverable from the Contract.

Key Personnel. The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. The Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in Exhibit K. Prior to this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the commencement Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Work, Commissioner's employees or former employees and/or any of the Key Personnel shall hold Staff where such claim arises from any act or omission of the positions indicated in Exhibit K. Contractor acknowledges and agrees Supplier or any Staff. staff transfer The Parties acknowledge that the continuity expiry or termination of Key Personnel this Agreement is unlikely to constitute a Relevant Transfer for the purposes of the Employment Regulations. However, should the case be that it does constitute a Relevant Transfer then the provisions of Schedule SCHEDULE 5: (Staff Transfer) will apply on such expiry or termination. Health and Safety The Supplier shall promptly notify the Commissioner of any health and safety hazards which may arise in connection with the Work is a material requirement performance of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement. The Commissioner shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Premises and which may affect the Supplier in the performance of its obligations under this Agreement. Whilst on the Premises, the Supplier shall comply with any health and safety measures implemented by the Commissioner in respect of its Staff and other persons working there. The Supplier shall notify the Commissioner immediately in the event of any incident occurring in the performance of its obligations under this Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under this Agreement. The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc. Act 1974) is made available to the Commissioner on request. EQUALITY AND DIVERSITY The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Xxx 0000, the Employment Equality (Age) Regulations 2006, the Equality Xxx 0000, the Human Rights Xxx 0000 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. The Supplier shall take all reasonable steps to secure the observance of clause 25.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. To carry out its duties, the Design-Builder shall provide at least the key personnel identified in Exhibit F to this Agreement (“Key Personnel”), who shall carry out the functions identified in Exhibit F. The ContractorKey Personnel shall include (i) the Project Executive; (ii) the Field Superintendent; (iii) the Project manager who will supervise the interior design and Work; (iv) the Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s organizational structure for quality control representative. The Design-Builder’s obligation to provide adequate staffing is not limited to providing the performance Key Personnel, but is determined by the needs of the Work is provided in Exhibit K. Prior to the commencement Project. The Design-Builder shall not replace any of the Work, the Key Personnel without the Department’s prior written approval, which shall hold not be unreasonably withheld. If any of the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel become unavailable to perform services in connection with the Work is a material requirement of this Agreement and that due to death, disability or separation from the replacement of any Key Personnel will be detrimental to Owner and the overall quality employment of the WorkDesign-Builder or any affiliate of the Design-Builder, then the Design-Builder shall promptly appoint a replacement acceptable to the Department. The Key Personnel will Department shall be engaged full-time entitled to complete information on each such replacement, including a current resume of his or her qualifications and exclusively in the prosecution experience. Certain members of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without OwnerDesign-Builder’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Ownera removal or replacement fee for their removal or reassignment by the Design-Builder. Those members of the Design Builder’s prior approvalKey Personnel subject to such fee in 0 shall be identified in Exhibit F as subject to the fee provisions herein. In the event there is no delineation in Exhibit F of those members of the Design-Builder’s Key Personnel subject to the fee provisions of this Agreement, and replacement of, or additions to, such then all of the Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Ownerthe fee provisions of this Agreement. In addition, the Department shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce the scope of services of the Design-Builder in the event that a member of the Key Personnel has been removed or replaced by the Design-Builder without the prior written consent of the Department. In the event the Department exercises the right to remove, replace or to reduce the scope of services of the Design-Builder, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the Design-Builder’s prior approvalteam not removed or replaced and the remaining members shall complete the services required under this Agreement in conjunction with the new members of the Design Builder’s team approved by the Department. All requests for the substitution Removal or Replacement of Key Personnel shall include a detailed explanation and reason for Subject to the request and terms of this 5.7, in each instance where the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval Design Builder removes or detailed comments as to why approval is not granted. Should Owner approve reassigns one of the key personnel listed in Exhibit F as being subject to the key personnel replacement fee, other than (a) for reasons where such personnel become unavailable due to death, disability or separation from the employment of a Key Personnelthe Design-Builder or any affiliate of the Design-Builder or any affiliate of the Design Builder, Contractor shall allow for an overlap of a minimum of two or (2b) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request prior written consent of the Department, then the Design-Builder shall pay to the Department the amount set forth in writing the removal ofProject Information Section of this Agreement as a replacement fee and not a penalty, and Contractor shall promptly remove and replace, any to reimburse the Department for its administrative costs arising from the Design-Builder’s failure to provide the Key Personnel. Contractor agrees thatThe foregoing replacement fee amount shall not bar recovery of any other damages, notwithstanding its costs or expenses other business commitments, it will give than the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementDepartment’s internal administrative costs.

Key Personnel. The Contractor’s organizational structure 9.1 Each party shall appoint the persons named as such in the Specification as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time and exclusively in those people who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved or directed by Owner; provided however, which has been allocated to the applicable Key Personnel. The Key Personnel may shall have the Authority to act on behalf of their respective party on the matters for which they are expressed to be removed by Contractor without Owner’s consent for responsible. 9.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) termination requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of a Key Personnel’s the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Contractor or its Affiliates, or Supplier; or (be) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to Supplier obtains the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement Authority. 9.3 The Supplier shall inform the Authority of a Key Personnel, Contractor shall allow the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within 30 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 9.4 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than 10 Working Days. Any replacement shall work together full timebe as, or more qualified and experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom they have replaced. Owner A temporary replacement shall be identified with immediate effect from the Supplier or the Authority becoming aware of the role becoming vacant. 9.5 The Authority may if it is concerned with require the performance thereof request in writing Supplier to remove, or procure the removal of, and Contractor any of its Key Personnel whom it considers, in its absolute opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities or for any reason which impacts on the management or operation of any applicable Authority's Premises. 9.6 If the Supplier replaces the Key Personnel as a consequence of this clause 9, the cost of effecting such replacement shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give be borne by the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this AgreementSupplier.

Key Personnel. The Contractor’s organizational structure 9.1 Each party shall appoint the persons named as such in Schedule 8 as the individuals who shall be responsible for the performance of the Work is provided in Exhibit K. Prior matters allocated to the commencement of the Work, the such Key Personnel shall hold the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity of Key Personnel in connection with the Work is a material requirement of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the WorkPersonnel. The Key Personnel will shall be engaged full-time those people, including the Authority Representative, Authority Services Manager, Contractor Representative and exclusively in Contractor Services Manager, who are identified by each party as being key to the prosecution success of the Work continuously until their implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role is completed, unless prior release is approved that has been allocated to the applicable Key Personnel. 9.2 The Authority shall not be liable for any instructions issued to the Contractor by any person other than the Authority Representative or directed by Owner; provided however, Authority Services Manager 9.3 The Contractor shall not remove or replace any of the Key Personnel may be removed by Contractor without Owner’s consent for (unless: a) termination requested to do so by the Authority; or b) the person is on long-term sick leave; or c) the element of a Key Personnelthe Services in respect of which the individual was engaged has been completed to the Authority’s satisfaction; or d) the person resigns from their employment with the Contractor; or e) the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in obtains the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve consent of the replacement of a Key Personnel, Authority. 9.4 The Contractor shall allow inform the Authority of the identity and background of any replacements for an overlap any of a minimum of two (2) weeks during which both the Key Personnel as soon as a suitable replacement has been identified or in any case, within 2 working days of identification. The Authority shall be entitled to interview any such person and may object to any such proposed appointment within seven (7) Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the proposed replacement to be replaced and unsuitable for any reason. 9.5 Each party shall ensure that the Owner-approved new role of each of its Key Personnel is not vacant (in terms of a permanent representative) for more than fourteen (14) Business Days. Any replacement shall work together full time. Owner may if it is concerned with be as, or more qualified and experienced as the performance thereof request in writing previous incumbent and fully competent to carry out the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources tasks assigned to the Work that will enable Key Personnel whom he or she has replaced. A temporary replacement shall be identified with immediate effect from the Contractor to perform its obligations under this Agreementor the Authority becoming aware of the role becoming vacant.

Key Personnel. The Contractor’s organizational structure Parties have agreed to the appointment of the Key Personnel as at the Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than [10] Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Work Services that is provided commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take all reasonable steps to ensure that it retains the services of all the Key Personnel. The Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in Exhibit K. Prior to this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the commencement Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Work, Commissioner's employees or former employees and/or any of the Key Personnel shall hold Staff where such claim arises from any act or omission of the positions indicated in Exhibit K. Contractor acknowledges and agrees Supplier or any Staff. staff transfer The Parties acknowledge that the continuity expiry or termination of Key Personnel this Agreement may constitute a Relevant Transfer for the purposes of the Employment Regulations. The provisions of Schedule SCHEDULE 5: (Staff Transfer) will apply on such expiry or termination. Health and Safety The Supplier shall promptly notify the Commissioner of any health and safety hazards which may arise in connection with the Work is a material requirement performance of this Agreement and that the replacement of any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner may if it is concerned with the performance thereof request in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreement. The Commissioner shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Premises and which may affect the Supplier in the performance of its obligations under this Agreement. Whilst on the Premises, the Supplier shall comply with any health and safety measures implemented by the Commissioner in respect of its Staff and other persons working there. The Supplier shall notify the Commissioner immediately in the event of any incident occurring in the performance of its obligations under this Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under this Agreement. The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc. Act 1974) is made available to the Commissioner on request. EQUALITY AND DIVERSITY The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Xxx 0000, the Employment Equality (Age) Regulations 2006, the Equality Xxx 0000, the Human Rights Xxx 0000 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. The Supplier shall take all reasonable steps to secure the observance of clause 26.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. 29.14.1 The Parties have agreed to the appointment of the Key Personnel listed in Schedule 29 (Key Personnel) as at the Effective Date. The Contractor shall (and shall at no additional cost to the Authority use reasonable endeavours to procure that its Sub-Contractors shall, and the Contractor shall flow down such obligations to them) obtain the prior written consent of the Authority (not to be unreasonably withheld or delayed) before removing or replacing any Key Personnel during the Term (including when carrying out Exit Management), and, where possible, at least (i) ten (10) Working Days' Notice shall be provided by the Contractor of its intention to replace any Key Personnel solely involved in Transition and (ii) four (4) months' Notice shall be provided by the Contractor of its intention to replace Key Personnel after the Service Commencement Date unless, in either case, the Key Personnel is being replaced for reasons of career development and/or progression in which case the period of Notice shall be at least three (3) months. The Authority's consent shall not be required where the individual concerned resigns or retires or where the individual's employment or contractual arrangement with the Contractor or a Key Sub-Contractor is terminated for material breach of contract or ill health. 29.14.2 Using the Operational Change Control Procedure, the Authority may identify any of the Contractor Personnel as Key Personnel (up to a maximum of twenty (20) persons), who will then be included on the list of Key Personnel by the Contractor’s organizational structure . 29.14.3 Other than in respect of any Authority employees or Previous Contractor employees who have transferred to the Contractor and are intended to be Key Personnel, the Authority may interview the candidates for Key Personnel positions before they are appointed and, upon request by the Authority, the Contractor shall provide a CV and any other information the Authority may reasonably request relating to any relevant training, skills and/or expertise of Key Personnel. 29.14.4 The Contractor acknowledges that the Key Personnel are essential to the proper provision of the Services to the Authority. The Contractor shall: (a) promptly Notify the Authority of the unplanned absence of any Key Personnel after any absence of five (5) Working Days; (b) subject to Clause 29.14.5, ensure that the role of any Key Personnel is not vacant for any longer than five (5) Working Days; and (c) ensure that any replacement: (i) has the level of qualifications and experience which the Authority reasonably deems appropriate; and (ii) is fully competent to carry out the tasks assigned to the Key Personnel whom he has replaced. 29.14.5 If a Key Personnel role is vacant for longer than the period set out in Clause 29.14.4, the Contractor shall provide an appropriate work-around. 29.14.6 The Contractor shall ensure that: (a) each of the Key Personnel devote substantially all their working time or such proportion of their working time as is commensurate with and sufficient to perform the obligations of that person's role; and (b) all arrangements for changes in the Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and that such change does not have an adverse impact on the performance of the Work is provided in Exhibit K. Prior Services. 29.14.7 Without prejudice to the commencement of the WorkAuthority's rights under Clause 29.14.2, the Key Personnel shall hold Parties shall, by no later than 13 May 2013 review the positions indicated in Exhibit K. Contractor acknowledges and agrees that the continuity list of Key Personnel in connection with to ascertain which personnel, if any, should be added to the Work is a material requirement list of this Agreement Key Personnel at Schedule 29 (Key Personnel). 29.14.8 To the extent that it can do so without disregarding its statutory and contractual obligations, the Contractor shall take all reasonable steps to ensure that it retains the replacement services of all the Key Personnel. 29.14.9 The Authority shall not be liable for the cost of replacing any Key Personnel will be detrimental to Owner and the overall quality of the Work. The Key Personnel will be engaged full-time and exclusively in the prosecution of the Work continuously until their role is completed, unless prior release is approved or directed by Owner; provided however, Key Personnel may be removed by Contractor without Owner’s consent for (a) termination of a Key Personnel’s employment with the Contractor or its Affiliates, or (b) a Key Personnel dying, retiring, resigning, or becoming seriously ill, or a serious illness or death in the family of a Key Personnel. Revisions to the organizational structure of Key Personnel shall be subject to Owner’s prior approval, and replacement of, or additions to, such Key Personnel shall only be made with persons having qualifications equal to or better than those replaced or added to, and shall be similarly subject to Owner’s prior approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (2) candidates of suitable qualifications and experience. Owner shall respond within ten (10) days of receiving the resumes with its written approval or detailed comments as to why approval is not granted. Should Owner approve of the replacement of a Key Personnel, Contractor shall allow for an overlap of a minimum of two (2) weeks during which both indemnify the Key Personnel to be replaced and the Owner-approved new Key Personnel shall work together full time. Owner Authority against all Employee Liabilities that may if it is concerned with the performance thereof request arise in writing the removal of, and Contractor shall promptly remove and replace, any Key Personnel. Contractor agrees that, notwithstanding its other business commitments, it will give the Work a priority and commit sufficient resources to the Work that will enable Contractor to perform its obligations under this Agreementrespect.