Common use of Services Personnel Clause in Contracts

Services Personnel. (a) The Party providing any Service (the “Provider”) will make available to the Party receiving any such Service (the “Recipient”) such personnel as the Provider determines may be necessary to provide such Service. Except as otherwise set forth in a Service Schedule for a Service, the Provider will have the right, in its sole discretion, to (i) designate which personnel it will assign to perform such Service and (ii) remove and replace such personnel at any time; provided, further, that the Provider will use its commercially reasonable efforts to limit the disruption to the Recipient in the transition of the Services to different personnel. (b) In the event that the provision of any Service by the Provider requires the cooperation and services of the personnel of the Recipient, the Recipient will make available to the Provider such personnel (who shall be appropriately qualified for purposes of so supporting the provision of such Service by the Provider) as may be necessary for the Provider to provide such Service. The Recipient will have the right, in its sole discretion, to (i) designate which personnel it will make available to the Provider in connection with the provision of such Service and (ii) remove and replace such personnel at any time; provided, further, that the Recipient will use its commercially reasonable efforts to limit the disruption to the Provider in the transition of such personnel. (c) All Representatives of any Provider who provide Services under this Agreement shall be deemed for purposes of all compensation and employee benefits matters to be Representatives of such Provider and not employees or any other Representative of the Recipient or any of its Affiliates. In performing the Services, such Representatives shall be under the direction, control and supervision of the Provider (and not the Recipient) and Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), engagement, assignment and compensation of such Representatives. (d) A Provider may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, however, that (i) such Provider shall use the same degree of care in selecting any such subcontractor as it would if such contractor were being retained to provide similar services to the Provider, and (ii) such Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services as set forth herein and the content of the Services provided to the Recipient. (e) Nothing in this Agreement shall grant the Provider, or its Representatives and Third Party providers that are performing the Services, the right directly or indirectly to control or direct the operations of the Recipient or its Affiliates. Such Representatives and Third Party providers shall not be required to report to the management of the Recipient nor be deemed to be under the management or direction of the Recipient. The Recipient acknowledges and agrees that, except as may be expressly set forth herein as a Service (including any Additional Services) or otherwise expressly set forth in the Separation and Distribution Agreement, any Ancillary Agreements or any other applicable agreement, no Provider or its Affiliates shall be obligated to provide, or cause to be provided, any service or goods to any Recipient or its Affiliates.