Replacement and Retention Sample Clauses

Replacement and Retention. (a) If WSI decides that any member of the Project Staff should not continue in that position, then WSI shall give IBM written notice to that effect. After receipt of such notice, IBM shall have a reasonable period of time in which to consult with WSI and investigate the matters stated in such notice, discuss its findings with WSI and resolve any problems with such person. If, following such period, WSI requests replacement of such person, IBM shall replace that person with another person of suitable ability and qualifications; provided, however, that in the event a member of the Project Staff has violated or allegedly violated its confidentiality obligations or applicable laws, WSI can require immediate removal of such member without the investigation described above. Nothing in this provision shall operate or be construed to limit IBM’s responsibility for the acts or omissions of the members of the IBM Project Staff. Any removal of an individual in a Key Position pursuant to this Section 7.4 shall be deemed consent by WSI as required by Section 7.3(c). (b) IBM shall maintain backup procedures and conduct the replacement of members of the Project Staff in such a manner so as to provide a reasonable and orderly succession for any member who is replaced. (c) WSI and IBM both agree that it is in their best interests to minimize the turnover rate of the Project Staff. Accordingly, if WSI and IBM agree that IBM’s turnover rate or WSI’s requests for replacement personnel is adversely impacting or may adversely impact IBM’s provision of the Services, then the Parties shall meet to discuss the extent of and the reasons for the turnover rate and/or replacement requests, and, if appropriate, the Parties shall mutually agree on a program to decrease the turnover rate and/or replacement requests, including, if applicable, changes to the schedules affected by WSI’s requests for replacement of personnel. In any event, notwithstanding transfer or turnover of personnel, except as otherwise agreed to by the Parties, IBM remains obligated to perform the Services in accordance with this Agreement.