Common use of RESPONSIBILITY FOR EMPLOYEES Clause in Contracts

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: The Innovator shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. Such Innovator personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Innovator. At the option of and in the sole discretion of UNDP: the qualifications of personnel proposed by the Innovator (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Agreement; any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may reasonably refuse to accept any such personnel. Requirements specified in the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. Any of the Innovator’s personnel assigned to perform obligations under the Agreement shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. The withdrawal or replacement of the Innovator’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Agreement. All expenses related to the withdrawal or replacement of the Innovator’s personnel shall, in all cases, be borne exclusively by the Innovator. Any request by UNDP for the withdrawal or replacement of the Innovator’s personnel shall not be considered to be a termination, in whole or in part, of the Agreement, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator’s personnel assigned to perform work under the Agreement, and such personnel shall remain the sole responsibility of the Innovator. The Innovator shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Agreement and who may have access to any premises or other property of UNDP shall: undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the Agreement, such personnel shall immediately return any such identification to UNDP for cancellation. Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Innovator’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP.

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: : 5.1 The Innovator shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. . 5.2 Such Innovator personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Innovator. . 5.3 At the option of and in the sole discretion of UNDP: : 5.3.1 the qualifications of personnel proposed by the Innovator (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Agreement; ; 5.3.2 any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, , 5.3.3 in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may reasonably refuse to accept any such personnel. . 5.4 Requirements specified in the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: : 5.4.1 UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. . 5.4.2 Any of the Innovator’s personnel assigned to perform obligations under the Agreement shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. . 5.4.3 The withdrawal or replacement of the Innovator’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Agreement. . 5.4.4 All expenses related to the withdrawal or replacement of the Innovator’s personnel shall, in all cases, be borne exclusively by the Innovator. . 5.4.5 Any request by UNDP for the withdrawal or replacement of the Innovator’s personnel shall not be considered to be a termination, in whole or in part, of the Agreement, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. . 5.4.6 If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. . 5.5 Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator’s personnel assigned to perform work under the Agreement, and such personnel shall remain the sole responsibility of the Innovator. . 5.6 The Innovator shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Agreement and who may have access to any premises or other property of UNDP shall: : 5.6.1 undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; ; 5.6.2 when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the Agreement, such personnel shall immediately return any such identification to UNDP for cancellation. . 5.7 Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. . 5.8 All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Innovator’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP.

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: : 5.1 The Innovator shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. . 5.2 Such Innovator personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Innovator. . 5.3 At the option of and in the sole discretion of UNDP: : 5.3.1 the qualifications of personnel proposed by the Innovator (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Agreement; ; 5.3.2 any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, DocuSign Envelope ID: 08B19CB0-DB5C-4709-B099-51C46E4D6CE1 DocuSign Envelope ID: 1347170D-DD42-4F5C-9979-10AB3890DC68 5.3.3 in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may reasonably refuse to accept any such personnel. . 5.4 Requirements specified in the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: : 5.4.1 UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. . 5.4.2 Any of the Innovator’s personnel assigned to perform obligations under the Agreement shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. . 5.4.3 The withdrawal or replacement of the Innovator’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Agreement. . 5.4.4 All expenses related to the withdrawal or replacement of the Innovator’s personnel shall, in all cases, be borne exclusively by the Innovator. . 5.4.5 Any request by UNDP for the withdrawal or replacement of the Innovator’s personnel shall not be considered to be a termination, in whole or in part, of the Agreement, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. . 5.4.6 If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. . 5.5 Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator’s personnel assigned to perform work under the Agreement, and such personnel shall remain the sole responsibility of the Innovator. . 5.6 The Innovator shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Agreement and who may have access to any premises or other property of UNDP shall: : 5.6.1 undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; ; 5.6.2 when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion DocuSign Envelope ID: 08B19CB0-DB5C-4709-B099-51C46E4D6CE1 DocuSign Envelope ID: 1347170D-DD42-4F5C-9979-10AB3890DC68 of the Agreement, such personnel shall immediately return any such identification to UNDP for cancellation. . 5.7 Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. . 5.8 All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Innovator’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP.

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: : 5.1 The Innovator shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. . 5.2 Such Innovator personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Innovator. . 5.3 At the option of and in the sole discretion of UNDP: : 5.3.1 the qualifications of personnel proposed by the Innovator (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Agreement; ; 5.3.2 any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, DocuSign Envelope ID: 80F083A4-1EA7-446A-8663-47C3DE6A1415 DocuSign Envelope ID: D19C2922-AE12-42F4-9DEF-FF236E7965DA 5.3.3 in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may reasonably refuse to accept any such personnel. . 5.4 Requirements specified in the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: : 5.4.1 UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. . 5.4.2 Any of the Innovator’s personnel assigned to perform obligations under the Agreement shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. . 5.4.3 The withdrawal or replacement of the Innovator’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Agreement. . 5.4.4 All expenses related to the withdrawal or replacement of the Innovator’s personnel shall, in all cases, be borne exclusively by the Innovator. . 5.4.5 Any request by UNDP for the withdrawal or replacement of the Innovator’s personnel shall not be considered to be a termination, in whole or in part, of the Agreement, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. . 5.4.6 If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. . 5.5 Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator’s personnel assigned to perform work under the Agreement, and such personnel shall remain the sole responsibility of the Innovator. . 5.6 The Innovator shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Agreement and who may have access to any premises or other property of UNDP shall: : 5.6.1 undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; ; 5.6.2 when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion DocuSign Envelope ID: 80F083A4-1EA7-446A-8663-47C3DE6A1415 DocuSign Envelope ID: D19C2922-AE12-42F4-9DEF-FF236E7965DA of the Agreement, such personnel shall immediately return any such identification to UNDP for cancellation. . 5.7 Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. . 5.8 All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Innovator’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP.

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: 11.1 The Innovator Partner shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the this Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the this Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. Such Innovator . 11.2 The Partner’s personnel shall be professionally qualified and, if required to work with officials or staff of the UNDP, shall be able to do so effectively. . 11.3 The qualifications of any personnel whom UNDP reserves the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as right to: a) review the qualifications of and/or interview any personnel originally proposed by the Innovator. At the option of and in the sole discretion of UNDP: the qualifications of personnel proposed by the Innovator Partner (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the this Agreement; any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may b) reasonably refuse to accept any such personnel. Requirements specified in . 11.4 The UNDP and the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: UNDP Partner may, at any time, request, in writing, the withdrawal provide a written notice to withdraw or replacement of replace any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. Any of the InnovatorPartner’s personnel assigned to perform obligations under this Agreement, subject to the Agreement following: a) the Partner’s personnel shall not be withdrawn or replaced without the prior written consent of consultation with the UNDP, which shall not be unreasonably withheld. The ; b) the withdrawal or replacement of the InnovatorPartner’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the this Agreement. All ; c) all expenses related to the withdrawal or replacement of the InnovatorPartner’s personnel shall, in all cases, shall be borne exclusively by the Innovator. Any Partner; and d) any request by the UNDP for the withdrawal or replacement of the InnovatorPartner’s personnel shall not be considered to be a termination, in whole or in part, of the this Agreement, and the UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator. 11.5 The Partner’s personnel assigned to perform work under the Agreement, and such personnel this Agreement shall remain the sole responsibility of the Innovator. Partner. 11.6 The Innovator Partner shall be responsible for requiring that all personnel assigned by it to perform any obligations under the this Agreement and who may have access to any premises or other property of the UNDP shall: undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; when within UNDP premises or on UNDP property, : a) display such identification as may be approved and furnished by the UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the this Agreement, such personnel shall immediately return any such identification to the UNDP for cancellation. Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, ; and b) operate within UNDP premises or on UNDP property shall be confined to areas authorized or approved by the UNDP. The InnovatorPartner’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from the UNDP.

RESPONSIBILITY FOR EMPLOYEES. To the extent that the Agreement involves the provision of the Services to UNDP by the Innovator’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Innovator’s “personnel”), the following provisions shall apply: : 5.1 The Innovator shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Agreement and will select reliable and competent individuals who will be able to effectively perform the obligations under the DocuSign Envelope ID: 849A90CA-506A-43E5-A0AD-D6F67D0F9B5A Agreement and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. . 5.2 Such Innovator personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Innovator may assign or may propose to assign to perform any obligations under the Agreement shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Innovator. . 5.3 At the option of and in the sole discretion of UNDP: : 5.3.1 the qualifications of personnel proposed by the Innovator (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Agreement; ; 5.3.2 any personnel proposed by the Innovator to perform obligations under the Agreement may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Innovator; and, , 5.3.3 in cases in which, pursuant to Article 5.3.1 or 5.3.2, above, UNDP has reviewed the qualifications of such Innovator’s personnel, UNDP may reasonably refuse to accept any such personnel. . 5.4 Requirements specified in the Agreement regarding the number or qualifications of the Innovator’s personnel may change during the course of performance of the Agreement. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: : 5.4.1 UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Innovator’s personnel, and such request shall not be unreasonably refused by the Innovator. . 5.4.2 Any of the Innovator’s personnel assigned to perform obligations under the Agreement shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. . 5.4.3 The withdrawal or replacement of the Innovator’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Agreement. . 5.4.4 All expenses related to the withdrawal or replacement of the Innovator’s personnel shall, in all cases, be borne exclusively by the Innovator. . 5.4.5 Any request by UNDP for the withdrawal or replacement of the Innovator’s personnel shall not be considered to be a termination, in whole or in part, of the Agreement, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. . 5.4.6 If a request for the withdrawal or replacement of the Innovator’s personnel is not based upon a default by or failure on the part of the Innovator to perform its obligations in accordance with the Agreement, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Innovator shall not be liable by reason of any such request for the withdrawal or replacement of the Innovator’s personnel for any delay in the performance by the DocuSign Envelope ID: 849A90CA-506A-43E5-A0AD-D6F67D0F9B5A Innovator of its obligations under the Agreement that is substantially the result of such personnel’s being withdrawn or replaced. . 5.5 Nothing in Articles 5.2, 5.3 and 5.4, above, shall be construed to create any obligations on the part of UNDP with respect to the Innovator’s personnel assigned to perform work under the Agreement, and such personnel shall remain the sole responsibility of the Innovator. . 5.6 The Innovator shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Agreement and who may have access to any premises or other property of UNDP shall: : 5.6.1 undergo or comply with security screening requirements made known to the Innovator by UNDP, including but not limited to, a review of any criminal history; ; 5.6.2 when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the Agreement, such personnel shall immediately return any such identification to UNDP for cancellation. . 5.7 Within one working day after learning that any of Innovator’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Innovator shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. . 5.8 All operations of the Innovator, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Innovator’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP.