Common use of Key Positions Clause in Contracts

Key Positions. (1) BNY Mellon shall assign members of the Service Delivery Organization to fill the key roles identified in Exhibit 5 (each, a “Key Position”). The individuals filling the Key Positions shall perform the Services for the period of time and at the level of dedication set forth in Exhibit 5 for the applicable Key Position. (2) Before assigning an individual to a Key Position, whether as an initial assignment or during the Term as a replacement, BNY Mellon shall: (a) notify Voya of the proposed assignment; (b) introduce the individual to appropriate representatives of Voya; (c) provide Voya with a resume for the individual; and (d) obtain Voya’s approval for such assignment. If Voya does not approve such individual, BNY Mellon shall as soon as reasonably possible propose a replacement to Voya in accordance with this Section. BNY Mellon shall provide Voya with an updated list of all individuals filling Key Positions upon request by Voya. (3) BNY Mellon shall not replace or reassign an individual filling a Key Position for the period of time set forth in Exhibit 5 (measured from the date that such individual is first assigned to the applicable Key Position), unless: (a) the Voya Executive consents to such reassignment or replacement; or (b) such individual (i) voluntarily resigns from, or is dismissed by, BNY Mellon, (ii) fails to perform his or her duties and responsibilities pursuant to the Agreement, or (iii) dies, is disabled or is placed on long-term medical leave, provided that BNY Mellon shall use commercially reasonable efforts to avoid disrupting the Services as a result of replacing individuals filling Key Positions.