Common use of Responsible Personnel Clause in Contracts

Responsible Personnel. (a) Provider shall designate a point of contact for each Service listed on Schedule A who will be directly responsible for coordinating and managing the delivery of such Service and have authority to act on behalf of Provider with respect to matters relating to such Service. (b) If a Specified Person has been designated on Schedule A with respect to a Service, unless otherwise agreed in writing by the Parties, Provider will cause such Specified Person to provide such Service. If such Specified Person ceases to be employed by Provider or one of its Subsidiaries or goes on a leave of absence (i) Provider or Recipient may terminate such Service in accordance with Section 9.01(b), or (ii) the Parties may mutually agree to amend Schedule A to designate a replacement for such Specified Person. (c) Except as set forth in subsection (b), Provider will have the right, in its reasonable discretion, to (i) designate which of its personnel will be involved in providing Services to Recipient, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs, or decrease in the level of service for Recipient; provided, however, that Provider will use its commercially reasonable efforts to limit disruption of the provision of Services to Recipient in the transition of the Services to different personnel. (d) In the event that the provision of any Service by Provider requires the cooperation and services of applicable personnel of Recipient, Recipient will make available to Provider such personnel as may be necessary for Provider to provide such Service. Recipient will have the right, in its reasonable discretion, to (i) designate which of its personnel it will make available to Provider in connection with the receipt of such Service, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs to Provider in providing such Service or adverse effect on Provider’s ability to provide such Service; provided, however, that Recipient will use its commercially reasonable efforts to limit disruption of the provision of services by Provider in the transition of such personnel.

Responsible Personnel. (a) Provider The Parties shall each designate a point of contact for each Service listed on in Schedule A to whom any questions related to the Services provided may be directed. The personnel (including Third-Party Service Providers) who will be directly responsible provide the Services for coordinating and managing the delivery of such Service and have authority to act on behalf of Provider with respect shall be (a) the Persons so designated by the Parties in writing on or prior to matters relating to such Service. the date of this Agreement whether on Schedule A or otherwise and (b) If a Specified Person has been designated on Schedule A with respect to a Service, unless otherwise the Persons agreed by the Parties in writing by after the Partiesdate of this Agreement (the Persons described in clauses (a) and (b) the “Transition Team”). From time to time after the date of this Agreement, Provider will cause such Specified Person to provide such Service. If such Specified Person ceases to be employed by Provider or one of its Subsidiaries or goes on a leave of absence (i) Provider or Recipient may terminate such Service so long as there is no resulting increase in accordance with Section 9.01(b)costs, or (ii) decrease in the Parties may mutually agree to amend Schedule A to designate a replacement level of service for such Specified Person. (c) Except as set forth in subsection (b)Recipient, Provider will have the right, in its reasonable discretion, to (i) designate which of its personnel will be involved in providing Services to Recipient, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs, or decrease in the level of service for Recipient; provided, howeverthat Provider may remove existing personnel from the Transition Team who are providing significant Services to Recipient or its Subsidiaries only with the prior written consent of Recipient or if such personnel are no longer employed by Provider or its affiliates (which, for the avoidance of doubt, does not include Provider terminating the engagement of a Third-Party Service Provider unless Provider also terminates the provision of services by such Third-Party Provider to Provider) or such personnel or such Third-Party Service Provider become unable to perform the applicable Services for reasons outside the control of Provider and its affiliates. To the extent that any Provider personnel who is performing Services hereunder leaves the employ of Provider, becomes disabled or otherwise becomes unavailable to perform the Services for reasons outside the control of Provider or its affiliates, the Parties shall cooperate in good faith to determine how to provide replacement Services to Recipient. Provider will use its commercially reasonable efforts to limit disruption of the provision of Services to Recipient in the transition of the any Services to different personnel. (d) . In the event that the provision of any Service by Provider requires the cooperation and services of applicable personnel of Recipient, Recipient will make available to Provider such personnel as may be necessary for Provider to provide such Service. Recipient will have the right, in its reasonable discretion, to (i) designate which of its personnel it will make available to Provider in connection with the receipt of such Service, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs to Provider in providing such Service or adverse effect on Provider’s ability to provide such Service; provided, however, that Recipient will use its commercially reasonable efforts to limit disruption of the provision of services by Provider in the transition of such personnel.

Responsible Personnel. (a) Provider shall designate a point of contact for each Service listed on Schedule A A-1 and Schedule A-2 who will be directly responsible for coordinating and managing the delivery of such Service and have authority to act on behalf of Provider with respect to matters relating to such Service. (b) If a Specified Person has been designated on Schedule A A-1 or Schedule A-2, as applicable, with respect to a Service, unless otherwise agreed in writing by the Parties, Provider will cause such Specified Person to provide such Service. If such Specified Person ceases to be employed by Provider or one of its Subsidiaries or goes on a leave of absence (i) Provider or Recipient may terminate such Service in accordance with Section 9.01(b), or (ii) the Parties may mutually agree to amend Schedule A A-1 or Schedule A-2 to designate a replacement for such Specified Person. (c) Except as set forth in subsection (b), Provider will have the right, in its reasonable discretion, to (i) designate which of its personnel will be involved in providing Services to Recipient, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs, or decrease in the level of service for Recipient; provided, however, that Provider will use its commercially reasonable efforts to limit disruption of the provision of Services to Recipient in the transition of the Services to different personnel. (d) In the event that the provision of any Service by Provider requires the cooperation and services of applicable personnel of Recipient, Recipient will make available to Provider such personnel as may be necessary for Provider to provide such Service. Recipient will have the right, in its reasonable discretion, to (i) designate which of its personnel it will make available to Provider in connection with the receipt of such Service, and (ii) remove and replace any such personnel, so long as there is no resulting increase in costs to Provider in providing such Service or adverse effect on Provider’s ability to provide such Service; provided, however, that Recipient will use its commercially reasonable efforts to limit disruption of the provision of services by Provider in the transition of such personnel.