Common use of Service Provider Personnel Clause in Contracts

Service Provider Personnel. The Customer and Service Provider agree and acknowledge that in the event of the Service Provider ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Service Provider shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Service Provider and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Service Provider shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Service Provider and/or Replacement Sub-Contractor reasonable access to the Service Provider's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Service Provider and/or to discuss or consult on any measures envisaged by the Customer, Replacement Service Provider and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Service Provider Employees; co-operate with the Customer and the Replacement Service Provider to ensure an effective consultation process and smooth transfer in respect of Transferring Service Provider Employees in line with good employee relations and the effective continuity of the Services. The Service Provider shall immediately notify the Customer or, at the direction of the Customer, the Replacement Service Provider of any period of notice given by the Service Provider or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Service Provider shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, Service Providers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Service Provider except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Service Provider Employee not identified in the Service Provider's Final Service Provider Personnel List.

Service Provider Personnel. The Customer and (a) Schedule L to the applicable Service Agreement may designate certain Service Provider agree employees and acknowledge that in the event of employees whom, before the Service Provider ceasing Agreement Effective Date were employees of Client or Client Affiliates (i.e., designated Affected Employees) (the “Key Personnel”) who are critical to provide providing the Services or part for a designated period of them for any reason, Call Off time as mutually agreed by the Parties; provided that the duration of time named in Schedule 10 (Staff Transfer) shall applyL does not dilute Service Provider’s promises around [***]* with Service Provider as set out in Schedule J to the applicable Service Agreement. The Service Provider shall not cause the employee filling the Key Personnel Positions to devote [***]* and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer effort to dissuade or discourage any employees engaged in the provision of the Services with the understanding that such employees will, from transferring their employment time to time, have other responsibility within Service Provider’s organization, subject to the Customer and/or requirements set out in Section 13.02, in the Replacement case of Service Provider and/or Replacement Sub-ContractorAccount Manager. (b) The individuals designated as Key Personnel on the Service Agreement Effective Date, and the duration of time they must stay on the Client account without being replaced, shall be listed in Schedule L to the applicable Service Agreement. During From Service Agreement Effective Date until completion of the Termination Assistance Periodperiod set out next to such Key Personnel in Schedule L to the applicable Service Agreement, the Service Provider shall and shall procure that notify Client reasonably in advance of any relevant Sub-Contractor shall: give the Customer and/or the Replacement Service Provider and/or Replacement Sub-Contractor reasonable access to the Service Provider's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Service Provider and/or to discuss or consult on any measures envisaged decision by the Customer, Replacement Service Provider and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Service Provider Employees; co-operate with the Customer and the Replacement Service Provider to ensure an effective consultation process and smooth transfer in respect terminate the employment of Transferring any individual originally or subsequently filling such Key Personnel except for cause. After the expiry of the period of time named beside the Key Personnel, Service Provider Employees shall notify Client reasonably in line with good employee relations and advance of any decision by Service Provider to:, (i) transfer such individual from such Key Personnel Position, or (ii) transfer of an individual from a Key Personnel Position to the effective continuity account of a Competitor of Client Group. Whether there is a termination of employment before the expiry of the Servicestime period named beside the Key Personnel or a transfer after the expiry of the time period, Service Provider shall reasonably consider any concerns expressed by Client with respect to such proposed action. (c) In addition, on the Service Agreement Effective Date, Key Service Provider Positions will be identified in Schedule L to the applicable Service Agreement. The Service Provider shall notify Client reasonably in advance of any decision by Service Provider to terminate the employment of any individual originally or subsequently filling such Key Service Provider Position except for cause. Service Provider shall notify Client reasonably in advance of any decision by Service Provider to: (i) transfer such individual from such Key Service Provider Position, or (ii) transfer of an individual from a Key Service Provider Position to the account of a Competitor of Client Group. If there is a termination of employment named beside the Key Personnel or a transfer, Service Provider shall reasonably consider any concerns expressed by Client with respect to such proposed action. (d) Before assigning an individual to replace an individual designated as Key Personnel or an individual in a Key Service Provider Position, Service Provider shall notify Client of the proposed assignment, shall introduce the individual to appropriate Client representatives as designated by Client Account Manager, and shall provide Client with a resume and such other information as Client may reasonably request. If Client objects in good faith to the proposed assignment within [***]* after being notified thereof, Service Provider shall discuss such objections with Client and attempt to resolve them on a mutually agreeable basis. If Client continues to object to the proposed assignment, Service Provider shall not assign the individual to that position and shall propose another individual to fill the Key Personnel Position. (e) Under any Service Agreement, Client shall have the right to notify Service Provider if Client determines for lawful reasons that the continued assignment of any Service Provider Personnel to the provision of Services is not in the best interests of Client Group. Upon receipt of such notice, Service Provider shall have a reasonable time period, not to exceed [***]*, to investigate the matters stated in the notice, discuss its findings with Client and attempt to resolve such matters in a manner acceptable to Client. (f) In the event Client determines and notifies Service Provider that, or Service Provider determines and notifies Client that, a particular Service Provider Staff has engaged in an act of fraud, dishonesty or breach of trust, Service Provider shall immediately notify the Customer or, at the direction of the Customer, the Replacement Service Provider of any period of notice given by the Service Provider or received remove such individual from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Service Provider shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, Service Providers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Service Provider except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Service Provider Employee not identified in the Service Provider's Final Service Provider Personnel ListClient’s account.

Service Provider Personnel. 8.1 The Customer and Service Provider agree and acknowledge that in the event of the Service Provider ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Service Provider Contractor shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer DRS to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer DRS and/or the Replacement Service Provider and/or Replacement Sub-Contractor. . 8.2 During the Termination Assistance Period, the Service Provider Contractor shall and shall procure that any relevant Sub-Contractor shall: : (a) give the Customer DRS and/or the Replacement Service Provider and/or Replacement Sub-Contractor reasonable access to the Service Provider's personnel Contractor’s Personnel and/or their consultation representatives to present the case for transferring their employment to the Customer DRS and/or the Replacement Service Provider Contractor and/or to discuss or consult on any measures envisaged by the CustomerDRS, Replacement Service Provider and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Service Provider Contractor Employees; ; (b) co-operate with the Customer DRS and the Replacement Service Provider Contractor to ensure an effective consultation process and smooth transfer in respect of Transferring Service Provider Contractor Employees in line with good employee relations and the effective continuity of the Services. . 8.3 The Service Provider Contractor shall immediately notify the Customer DRS or, at the direction of the CustomerDRS, the Replacement Service Provider Contractor of any period of notice given give n by the Service Provider Contractor or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. . 8.4 The Service Provider Contractor shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any Personnel, employees, Service Providers or Sub-Sub- Contractors whose employment or engagement is transferred to the Customer DRS and/or the Replacement Service Provider Contractor except that this paragraph 10.5 8.4 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of following a Transferring Service Provider Employee not identified in genuine competition or advertisement for the Service Provider's Final Service Provider Personnel Listposition which was independently applied for.

Service Provider Personnel. The Customer and (a) Schedule L (if any) to the applicable Service Agreement may designate certain Service Provider agree employees and acknowledge that in the event of employees whom, before the Service Provider ceasing Agreement Effective Date were employees of Client or Client Affiliates (i.e., designated Affected Employees) (the “Key Personnel”) who are critical to provide providing the Services or part for a designated period of them for any reason, Call Off time as mutually agreed by the Parties; provided that the duration of time named in Schedule 10 (Staff Transfer) shall applyL does not dilute Service Provider’s promises around [***]* with Service Provider as set out in Schedule J to the applicable Service Agreement. The Service Provider shall not cause the employee filling the Key Personnel Positions to devote [***]* and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer effort to dissuade or discourage any employees engaged in the provision of the Services with the understanding that such employees will, from transferring their employment time to time, have other responsibility within Service Provider’s organization, subject to the Customer and/or requirements set out in Section 13.02, in the Replacement case of Service Provider and/or Replacement Sub-ContractorAccount Manager. (b) The individuals designated as Key Personnel on the Service Agreement Effective Date, and the duration of time they must stay on the Client account without being replaced, shall be listed in Schedule L (if any) to the applicable Service Agreement. During From Service Agreement Effective Date until completion of the Termination Assistance Periodperiod set out next to such Key Personnel in Schedule L to the applicable Service Agreement, the Service Provider shall and shall procure that notify Client reasonably in advance of any relevant Sub-Contractor shall: give the Customer and/or the Replacement Service Provider and/or Replacement Sub-Contractor reasonable access to the Service Provider's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Service Provider and/or to discuss or consult on any measures envisaged decision by the Customer, Replacement Service Provider and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Service Provider Employees; co-operate with the Customer and the Replacement Service Provider to ensure an effective consultation process and smooth transfer in respect terminate the employment of Transferring any individual originally or subsequently filling such Key Personnel except for cause. After the expiry of the period of time named beside the Key Personnel, Service Provider Employees shall notify Client reasonably in line with good employee relations and advance of any decision by Service Provider to:, (i) transfer such individual from such Key Personnel Position, or (ii) transfer of an individual from a Key Personnel Position to the effective continuity account of a Competitor of Client Group. Whether there is a termination of employment before the expiry of the Servicestime period named beside the Key Personnel or a transfer after the expiry of the time period, Service Provider shall reasonably consider any concerns expressed by Client with respect to such proposed action. (c) In addition, on the Service Agreement Effective Date, Key Service Provider Positions will be identified in Schedule L (if any) to the applicable Service Agreement. The Service Provider shall notify Client reasonably in advance of any decision by Service Provider to terminate the employment of any individual originally or subsequently filling such Key Service Provider Position except for cause. Service Provider shall notify Client reasonably in advance of any decision by Service Provider to: (i) transfer such individual from such Key Service Provider Position, or (ii) transfer of an individual from a Key Service Provider Position to the account of a Competitor of Client Group. If there is a termination of employment named beside the Key Personnel or a transfer, Service Provider shall reasonably consider any concerns expressed by Client with respect to such proposed action. (d) Before assigning an individual to replace an individual designated as Key Personnel or an individual in a Key Service Provider Position, Service Provider shall notify Client of the proposed assignment, shall introduce the individual to appropriate Client representatives as designated by Client Account Manager, and shall provide Client with a resume and such other information as Client may reasonably request. If Client objects in good faith to the proposed assignment within [***]* after being notified thereof, Service Provider shall discuss such objections with Client and attempt to resolve them on a mutually agreeable basis. If Client continues to object to the proposed assignment, Service Provider shall not assign the individual to that position and shall propose another individual to fill the Key Personnel Position. (e) Under any Service Agreement, Client shall have the right to notify Service Provider if Client determines for lawful reasons that the continued assignment of any Service Provider Personnel to the provision of Services is not in the best interests of Client Group. Upon receipt of such notice, Service Provider shall have a reasonable time period, not to exceed [***]*, to investigate the matters stated in the notice, discuss its findings with Client and attempt to resolve such matters in a manner acceptable to Client. (f) In the event Client determines and notifies Service Provider that, or Service Provider determines and notifies Client that, a particular Service Provider Staff has engaged in an act of fraud, dishonesty or breach of trust, Service Provider shall immediately notify the Customer or, at the direction of the Customer, the Replacement Service Provider of any period of notice given by the Service Provider or received remove such individual from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Service Provider shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, Service Providers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Service Provider except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 10.1 (Staff Transfer) in respect of a Transferring Service Provider Employee not identified in the Service Provider's Final Service Provider Personnel ListClient’s account.