Common use of Personnel and Secondment Clause in Contracts

Personnel and Secondment. (a) The HollyFrontier Group will provide, or cause to be provided, to the Partnership Group such suitably qualified and experienced HEP Seconded Employees and such other Persons (including consultants and professionals, and service or other organizations) as the HollyFrontier Group is reasonably able to make available to the Partnership Group. The Partnership Group will have the right to approve such HEP Seconded Employees and such other Persons. The HollyFrontier Group does not warrant that the HEP Seconded Employees will permit the Partnership Group to achieve any specific results. Subject to the HollyFrontier Group’s right to be reimbursed for such expenses in accordance with the Accounting Procedures, each HollyFrontier Group Member shall pay all expenses incurred by it in connection with the retention of the HEP Seconded Employees and such other Persons, including, but not limited to, the HEP Seconded Employee Expenses, as defined in Exhibit D. Any such HEP Seconded Employees and other Persons retained by any HollyFrontier Group Member may include employees covered by a collective bargaining agreement, in which case the Secondment will be subject to the terms and conditions of any such agreement. The HollyFrontier Group shall have the sole and exclusive right to negotiate the terms and conditions of any labor or other agreements with the unions to which such employees belong. (b) The HEP Seconded Employees will remain at all times employees of the applicable HollyFrontier Group Member, but, will, at all times during the Period of Secondment, work under the direct management, supervision, direction and control of the applicable Partnership Group Member. HEP Seconded Employees shall have no authority or apparent authority to act on behalf of the HollyFrontier Group during the Period of Secondment.

Personnel and Secondment. (a) The HollyFrontier Group will Pursuant to Section 3.1, the Westlake Parties shall provide, or cause to be provided, to Owner the Partnership Group such suitably qualified and experienced HEP Seconded Employees (as defined in Section 7.2(b) below) and such other Persons (including consultants and professionals, and service or other organizations)) as the HollyFrontier Group is reasonably able Westlake Parties deem necessary or appropriate in order to make available to perform the Partnership Group. The Partnership Group will have the right to approve such HEP Seconded Employees Operating Services in an efficient and such other Persons. The HollyFrontier Group does not warrant that the HEP Seconded Employees will permit the Partnership Group to achieve any specific resultsprudent manner. Subject to the HollyFrontier Group’s Westlake Parties’ right to be reimbursed for such expenses in accordance with the Accounting Procedures, each HollyFrontier Group Member Westlake Party shall pay all expenses incurred by it in connection with the retention of the HEP Seconded Employees and such other Persons, including, but not limited to, the HEP Seconded Employee Expensescompensation, as defined in Exhibit D. salaries, wages and overhead and administrative expenses, charges to or incurred by such Westlake Party, and, if applicable, social security taxes, workers compensation insurance, retirement and insurance benefits and other such expenses. Any such HEP Seconded Employees and other Persons retained by any HollyFrontier Group Member Westlake Party may include employees covered by a collective bargaining agreementbe union or non-union employees, in which case and the Secondment will be subject to the terms and conditions of any such agreement. The HollyFrontier Group Westlake Parties shall have the sole and exclusive right to negotiate the terms and conditions provisions of any labor or other agreements with the unions to which such employees belong. The Westlake Parties shall provide, or cause to be provided, all workers who will perform Services. (b) During the term of this Agreement, the Westlake Parties shall, from time to time, designate certain of their employees to be seconded to Owner to perform duties at the Owner’s assets or facilities or otherwise work on behalf of Owner in accordance with and subject to the terms of this Agreement. Each such employee who the Westlake Parties second to Owner shall, during the time that such employee is seconded to Owner under this Agreement (the “Period of Secondment”), be referred to individually herein as a “Seconded Employee” and, collectively, as the “Seconded Employees.” (c) The HEP Westlake Parties will give notice to each Seconded Employee at times and in the normal processes by which it gives similar notices to employees or otherwise in its discretion. The notices will include that (i) each such Seconded Employee will be a joint employee of the Westlake Parties and Owner, and (ii) for any work place injury, the Seconded Employee’s sole remedy against either the Westlake Parties or Owner will be under the workers’ compensation insurance policy or qualified self-insured program of the Westlake Parties. For the avoidance of doubt, the Parties acknowledge that the Seconded Employees will remain at all times employees of the applicable HollyFrontier Group Member, but, will, at all times during the Period of Secondment, work be called upon to perform services for both Owner and the Westlake Parties of the same or closely-related nature. The Westlake Parties retain the right to terminate the secondment of any Seconded Employee for any reason at any time or to hire or discharge the Seconded Employees with respect to their employment with the Westlake Parties. Owner will have the right to terminate the secondment to it of any Seconded Employee for any reason at any time, upon prior written notice to the Westlake Parties, but at no time will Owner have the right to terminate any Seconded Employee’s employment by the Westlake Parties. Upon the termination of the secondment of any Seconded Employee, such Seconded Employee will cease performing services for Owner. (d) In the course and scope of performing any Seconded Employee’s job functions for Owner, the Seconded Employee will report into Owner’s management structure, and will be under the direct management, supervision, direction and control of Owner with respect to such Seconded Employee’s performance of the applicable Partnership Group Member. HEP Operating Services and day-to-day activities. (e) Those Seconded Employees shall have no authority who serve as supervisors or apparent authority managers and who are called upon to oversee the work of Seconded Employees working at Owner’s assets or facilities or to provide management support on behalf of Owner are designated by Owner as supervisors to act on the behalf of Owner in supervising the HollyFrontier Seconded Employees pursuant to Section 7.2(d) above. Any Seconded Employee so designated will be acting on the behalf of Owner when supervising the work of the Seconded Employees or when they are otherwise providing management or executive support on behalf of Owner. (f) With respect to Owner’s operations in Texas, the Westlake Parties shall obtain workers’ compensation coverage as defined by Texas Labor Code Section 401.011(44) on behalf of both the Westlake Parties and Owner, and Owner shall be considered an employer solely for the purposes of Texas Labor Code Section 401.011(18) and Section 408.001. With respect to the Owner’s operations in Kentucky, the Westlake Parties shall obtain workers’ compensation coverage as defined by Kentucky Revised Statute Section 342.340 on behalf of both the Westlake Parties and Owner, and Owner shall be considered an employer solely for the purposes of Kentucky Revised Statute Section 342.630 and Section 342.690. With respect to the Owner’s operations in Louisiana, the Westlake Parties shall obtain workers’ compensation coverage as defined by Louisiana Revised Statute Section 23:1168 on behalf of both the Westlake Parties and Owner, and Owner shall be considered an employer solely for the purposes of Louisiana Revised Statute Section 23:1031 and Section 23:1032. With respect to Owner Group during operations performed in any jurisdiction other than Texas, Kentucky, or Louisiana, the Period Westlake Parties shall obtain workers’ compensation coverage as defined and required by Law on behalf of Secondmentboth the Westlake Parties and Owner, provided that Owner shall be considered an employer solely for the purposes of its status as a dual, joint- or co-employer under the relevant workers’ compensation regime. For the avoidance of doubt, nothing in this Agreement has any effect on the right of a Seconded Employee to prosecute a workers’ compensation claim against Owner, the Westlake Parties, or both. (g) Owner and the Westlake Parties acknowledge that the services provided for under this Agreement are an integral part of and essential to the ability of Owner to generate the goods, products, and services of Owner, and to enable Owner to fulfill its business and commercial contracts, which are the core of its business. By executing this Agreement, Owner undertakes to execute work that is part of its trade, business, and occupation. Owner and the Westlake Parties expressly recognize Owner as the statutory employer of the Seconded Employees for workers’ compensation purposes, whether those employees be direct employees or statutory employees of the Westlake Parties. Notwithstanding anything in this Section 7.2(g), Owner remains the joint employer, with the Westlake Parties, of the Seconded Employees when under secondment, and should any conflict be found between this Section 7.2(g) and Section 7.2(c), Section 7.2(c) shall predominate. (h) Owner shall not be a participating employer in any benefit plan of any Westlake Party. The Westlake Parties shall remain solely responsible for all obligations and liabilities arising with respect to any benefit plans relating to any Seconded Employees and Owner shall not assume any benefit plan or have any obligations or liabilities arising thereunder, in each case except for costs properly chargeable to Owner.

Personnel and Secondment. (a) The HollyFrontier Group will Pursuant to Section 3.1, the Westlake Parties shall provide, or cause to be provided, to Owner the Partnership Group such suitably qualified and experienced HEP Seconded Employees (as defined in Section 7.2(b) below) and such other Persons (including consultants and professionals, and service or other organizations)) as the HollyFrontier Group is reasonably able Westlake Parties deem necessary or appropriate in order to make available to perform the Partnership Group. The Partnership Group will have the right to approve such HEP Seconded Employees Operating Services in an efficient and such other Persons. The HollyFrontier Group does not warrant that the HEP Seconded Employees will permit the Partnership Group to achieve any specific resultsprudent manner. Subject to the HollyFrontier Group’s Westlake Parties’ right to be reimbursed for such expenses in accordance with the Accounting Procedures, each HollyFrontier Group Member Westlake Party shall pay all expenses incurred by it in connection with the retention of the HEP Seconded Employees and such other Persons, including, but not limited to, the HEP Seconded Employee Expensescompensation, as defined in Exhibit D. salaries, wages and overhead and administrative expenses, charges to or incurred by such Westlake Party, and, if applicable, social security taxes, workers compensation insurance, retirement and insurance benefits and other such expenses. Any such HEP Seconded Employees and other Persons retained by any HollyFrontier Group Member Westlake Party may include employees covered by a collective bargaining agreementbe union or non-union employees, in which case and the Secondment will be subject to the terms and conditions of any such agreement. The HollyFrontier Group Westlake Parties shall have the sole and exclusive right to negotiate the terms and conditions provisions of any labor or other agreements with the unions to which such employees belong. The Westlake Parties shall provide, or cause to be provided, all workers who will perform Services. (b) During the term of this Agreement, the Westlake Parties shall, from time to time, designate certain of their employees to be seconded to Owner to perform duties at the Owner’s assets or facilities or otherwise work on behalf of Owner in accordance with and subject to the terms of this Agreement. Each such employee who the Westlake Parties second to Owner shall, during the time that such employee is seconded to Owner under this Agreement (the “Period of Secondment”), be referred to individually herein as a “Seconded Employee” and, collectively, as the “Seconded Employees.” (c) The HEP Westlake Parties will give notice to each Seconded Employee at times and in the normal processes by which it gives similar notices to employees or otherwise in its discretion. The notices will include that (i) each such Seconded Employee will be a joint employee of the Westlake Parties and Owner, and (ii) for any work place injury, the Seconded Employee’s sole remedy against either the Westlake Parties or Owner will be under the workers’ compensation insurance policy or qualified self-insured program of the Westlake Parties. For the avoidance of doubt, the Parties acknowledge that the Seconded Employees will remain at all times employees of the applicable HollyFrontier Group Member, but, will, at all times during the Period of Secondment, work be called upon to perform services for both Owner and the Westlake Parties of the same or closely-related nature. The Westlake Parties retain the right to terminate the secondment of any Seconded Employee for any reason at any time or to hire or discharge the Seconded Employees with respect to their employment with the Westlake Parties. Owner will have the right to terminate the secondment to it of any Seconded Employee for any reason at any time, upon prior written notice to the Westlake Parties, but at no time will Owner have the right to terminate any Seconded Employee’s employment by the Westlake Parties. Upon the termination of the secondment of any Seconded Employee, such Seconded Employee will cease performing services for Owner. (d) In the course and scope of performing any Seconded Employee’s job functions for Owner, the Seconded Employee will report into Owner’s management structure, and will be under the direct management, supervision, direction and control of Owner with respect to such Seconded Employee’s performance of the applicable Partnership Group Member. HEP Operating Services and day-to-day activities. (e) Those Seconded Employees shall have no authority who serve as supervisors or apparent authority managers and who are called upon to oversee the work of Seconded Employees working at Owner’s assets or facilities or to provide management support on behalf of Owner are designated by Owner as supervisors to act on the behalf of Owner in supervising the HollyFrontier Group during Seconded Employees pursuant to Section 7.2(d) above. Any Seconded Employee so designated will be acting on the Period behalf of SecondmentOwner when supervising the work of the Seconded Employees or when they are otherwise providing management or executive support on behalf of Owner. (f) With respect to Owner’s operations in Texas, the Westlake Parties shall obtain workers’ compensation coverage as defined by Texas Labor Code Section 401.011(44) on behalf of both the Westlake Parties and Owner, and Owner shall be considered an employer solely for the purposes of Texas Labor Code Section 401.011(18) and Section 408.001. With respect to the Owner’s operations in Kentucky, the Westlake Parties shall obtain workers’ compensation coverage as defined by Kentucky Revised Statute Section 342.340 on behalf of both the Westlake Parties and Owner, and Owner shall be considered an employer solely for the purposes of Kentucky Revised Statute Section 342.630 and Section 342.690. With respect to the Owner’s operations in Louisiana, the Westlake Parties shall obtain workers’ compensation coverage as defined by Louisiana Revised Statute