Service Provider Employees. 10.1.5.1 Service Provider shall have in its employ at all times and shall provide a sufficient number of capable and competent employees (“Service Provider Employees”) having expertise suitable to their assignments and qualified to perform the Services safely, legally and efficiently in accordance with Service Provider’s obligations hereunder; for purposes of this Section, the term “Service Provider Employees” shall include Business Employees. Service Provider shall perform background checks and drug testing of its employees in accordance with its hiring policy, with the human resource requirements set forth in Schedule O (Human Resource Requirements), and the NSA compliance requirements set forth in Schedule M (NSA Compliance Requirements). Service Provider Employees shall not be THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. MASTER SERVICES AGREEMENT TERMS AND CONDITIONS entitled to any benefits accruing to ALU’s employees or the employees of ALU’s customers. Furthermore, Service Provider shall use commercially reasonable efforts to have its Service Provider Employees, its Subcontractors and agents, comply with any applicable safety and health Laws when performing the Services.
10.1.5.2 In the event that ALU determines in good faith that the continued assignment to ALU’s account of one of the Service Provider Employees is not in the best interests of ALU, then ALU shall give Service Provider written notice to that effect. After receipt of such notice, Service Provider shall have a reasonable period of time in which to investigate the matters stated in such notice, discuss its findings with ALU and resolve the problems with such person, utilizing the process set forth on Schedule L (Governance), if necessary. If, following such period, ALU requests replacement of such person, Service Provider shall replace that person with another person of appropriate ability and qualifications and the Service Provider Employee so replaced shall no longer be a Restricted Resource and shall no longer be permitted access to the Loaned or Shared Assets or the ALU facilities. For the avoidance of doubt, the provisions of Se...
Service Provider Employees. 36.1 The Service Provider’s Employees shall be regarded at all times as employees, agents or Subcontractors of the Service Provider and no relationship of employer and employee shall arise between Transnet and any Service Provider Employees under any circumstances regardless of the degree of supervision that may be exercised over the Employees by Transnet.
36.2 For purposes of this clause, Service Provider’s Employees includes employees of Subcontractors and Service Provider Affiliates who are or may from time to time be involved in the provision of any component of the Services.
36.3 The Service Provider shall ensure that the its Employees:
36.3.1. have the necessary knowledge in respect of Transnet’s and its Affiliates’ business, technical and operational requirements and needs in terms of the Agreement;
36.3.2. will be entitled to work in South Africa or any other country in which the Services are to be performed
36.3.3. comply with all reasonable requirements made known to the Service Provider by Transnet concerning conduct at any Transnet Sites upon which the Services are to be performed, including but not limited to security regulations, policy standards and codes of practice and health and safety requirements;
36.3.4. at all times act in a lawful and proper manner in accordance with these requirements and Applicable Law;
Service Provider Employees. The Parties agree that in the performance of this Agreement, the Workers shall remain solely as employees of Service Provider. Service Provider is responsible for the hiring, termination and administrative management, but not Project site management, of all such Workers. Customer shall not be obligated to provide Service Provider or the Workers with any of the rights and privileges established for Customer’s employees. If a secondment is terminated by Customer prior to the anticipated end of the secondment, then Customer shall be responsible for the costs to return such Worker to his or her point of origin and the costs to replace such terminated Worker, if required, and Customer shall reimburse Service Provider directly for all such costs.
Service Provider Employees. 35.2.1. As part of its provision of the Services, the Service Provider shall at all times ensure that all Service Provider Employees (and the employees of any Subcontractors) (i) are appropriately qualified, trained, experienced and available to render the Services in terms of this Agreement and (ii) that, where applicable, such Employees have the relevant certifications required to provide specialised aspects of the Services (including health, regulatory, security or safety-related expertise; and/or as is required by the original equipment manufacturer or software licensor). The Service Provider Employees (and employees of any Subcontractor) shall in any event possess such levels of experience, training, certifications and expertise to provide the Services.
35.2.2. The Service Provider shall ensure that the Service Provider Employees have the necessary knowledge in respect of Transnet’s and its Affiliates’ business, technical and operational requirements and needs in terms of the Agreement.
35.2.3. If Transnet acting reasonably can demonstrate that the performance or conduct of any Service Provider Employee is unsatisfactory, it shall be entitled, by giving no less than 48 (forty-eight) hours written notice thereof to the Service Provider, to require the Service Provider to address the issue or remove that Service Provider Employee and the Service Provider shall take such steps as may be necessary to give effect to the requirement contained in such notice, including promptly addressing the performance or conduct of the Service Provider Employee or, at Transnet’s request, immediately replacing such Service Provider Employee with another employee with sufficient knowledge and expertise to perform the Services in accordance with this Agreement.
35.2.4. Transnet shall not be responsible for any relocation expenses arising from any relocation activities relating to the Service Provider's compliance with this clause 35 or any other term or condition of this Agreement.
Service Provider Employees. As part of its provision of the Services, the Service Provider shall at all times ensure that all Service Provider Employees (and the employees of any Subcontractors) (i) are appropriately qualified, trained, experienced and available to render the Services in terms of this Agreement and (ii) that, where applicable, such Employees have the relevant certifications required to provide specialised aspects of the Services (including health, regulatory, security or safety-related expertise; and/or as is required by the original equipment manufacturer or software licensor). The Service Provider Employees (and employees of any Subcontractor) shall in any event possess such levels of experience, training, certifications and expertise to provide the Services.
Service Provider Employees. During this Agreement and any extension Service Provider Personnel are permitted to apply for County IT employment positions.
Service Provider Employees. Notwithstanding anything contained in this Agreement (including any Statement of Work) to the contrary , Imation acknowledges and agrees that following the date hereof, the Service Providers may not be able to retain their employees who are needed to provide Services hereunder; the Service Providers do not intend (and shall have no obligation) to hire replacements for any employees whose employment terminates for any reason; and the Service Providers’ obligations to provide Services hereunder (including the quality, amount and other attributes of such Services) shall be subject to the Service Providers having sufficient employees to provide the Services. This Section 1.11 shall have no application with respect to any Services provided in or with respect to **.
Service Provider Employees. In relation to the Technical Advisor and all Service Provider personnel working on-site at City facilities under this Agreement, Service Provider must employ only competent, skillful workers to complete the Work. Service Provider is responsible for supervision of its employees.
a. If any person employed or retained by Service Provider for the purposes of completing the Work acts in a disorderly or improper manner, the City may require Service Provider to remove such person from work, and Service Provider agrees to promptly remove such person from the Work.
b. Service Provider is fully responsible to the City for the acts and omissions of its employees. Service Provider shall ensure any person employed or retained by Service Provider for the purposes of competing the Work is aware of and complies with all terms of this Agreement, including all Special Provisions regarding Confidentiality.
Service Provider Employees. Service Provider acknowledges that it shall be solely responsible for the employment relationship between Service Provider and any employee of Service Provider performing Services on behalf of Service Provider hereunder and in no event shall any such employee of Service Provider be deemed or considered to be an employee of the Company. The Company shall have no liability or responsibility (whether under applicable employment law, tax law, or other law) in respect of the relationship between Service Provider on the one hand and its employees on the other hand.
Service Provider Employees. 4.3.1 During the Term, Service Provider shall maintain an individual (the "Service Provider Client Executive") who shall serve as the primary representative of Service Provider under this Agreement. The Service Provider Client Executive shall be an employee of Service Provider and shall (a) have overall responsibility for managing and coordinating the performance of Service Provider's obligations under this Agreement and (b) be authorized to act for and on behalf of Service Provider with respect to all matters relating to this Agreement or shall have access to and seek authorization from another employee of Service Provider with the proper authority to so act. In the event the Service Provider Client Executive shall be absent or otherwise unable to perform its duties for an extended period of time, then Service Provider shall identify an alternate Service Provider Client Executive who shall have the same duties and authority to act as the Service Provider Client Executive. ------------------ * Confidential information has been omitted.
4.3.2 [***]* Notwithstanding the foregoing, nothing herein shall prevent Service Provider from [***]* as of the Agreement Date [***]* in the event such person (a) [***]* from Service Provider, (b) is [***]* by Service Provider [***]* (e.g., [***]*), (c) [***]* his or her duties and responsibilities pursuant to this Agreement as determined by Service Provider or (d) [***]*; provided, however, Service Provider shall provide Customer notice prior to [***]* pursuant to clause (c) of this Section 4.3.2.
4.3.3 If, in the performance of the Customer Services, Service Provider in good faith believes that the health or safety of the Project Staff is placed at unacceptable risk, Service Provider reserves the right, upon prior notice to Customer, to suspend the performance of the Customer Services (without incurring liability) for as long as such risk continues; provided, however, Service Provider shall not be required to provide prior notice of such suspension of performance in the event of an emergency, as reasonably determined by Service Provider, so long as Service Provider provides Customer with notice of such suspension of performance as soon as reasonably practicable and cooperates with Customer to resolve the problem. [***]*
4.3.4 Service Provider shall appoint individuals to the Project Staff with suitable training and skills to perform the Customer Services.
4.3.5 In the event Customer determines that a particular member of t...
