Common use of SUPPLIER’S EMPLOYEES Clause in Contracts

SUPPLIER’S EMPLOYEES. For the duration of the period that any Services are being provided, the employment of any employee of Supplier shall remain with Supplier and shall not pass or otherwise transfer to GSK or its Affiliates and nothing in the Agreement shall be construed or have effect as constituting any relationship of employer and employee between GSK (or its Affiliates) and the employees and/or sub-contractors of Supplier. Supplier agrees that it is performing the Services as an independent contractor and will retain all responsibility for payment of any income tax, national insurance contributions, and any other taxation that may arise from the provision of the Services, and shall indemnify GSK and its Affiliates, and keep them indemnified, on demand from and against all Losses incurred or suffered as a result of or in connection with GSK or its Affiliates having to pay any tax, income tax or national insurance contributions and/or make any deductions at source in respect of the Services. Notwithstanding the provisions of clause 18.1, if and to the extent that the any laws apply, such that GSK or any of its Affiliates (or a successor supplier to Supplier) incurs Employment Liabilities arising in relation to any Supplier personnel whose employment (or any claim arising out of such employment, or arising as a result of its termination) transfers to GSK (or any of its Affiliates) or to such successor supplier, Supplier shall indemnify GSK, its Affiliates and any replacement supplier, and keep them indemnified, on demand from and against all such Employment Liabilities. For the purposes of this clause 18.2, "Employment Liabilities" means any Losses incurred by, or attributed to, GSK or its Affiliates (and including those incurred by or attributed to any successor supplier or sub-contractor of GSK), and shall include any incurred as a result of an indemnity or warranty given, or to be given, by GSK or its Affiliates to, or any claim made by, a successor supplier or sub-contractor, in each case relating to the employment contracts of such Supplier personnel, or any claim under any employment legislation.

SUPPLIER’S EMPLOYEES. For Notwithstanding anything in this clause or elsewhere in this Agreement to the duration contrary, Supplier shall furnish only Supplier Employees and not consultants, representatives, agents or subcontractors without the prior written consent of Company’s designated Technical Representative in each instance. An Order placed under this Agreement shall constitute the only authorization for Supplier to take any action or to expend money. Estimates furnished by Company shall not constitute commitments. The terms of this Agreement shall also apply to any Services of the period type covered under this Agreement performed by Supplier for Company unless covered under a separately executed agreement. Supplier shall be responsible for its own labor relations with any trade or union which represents its employees and shall be responsible for negotiating and adjusting all disputes. Supplier shall be the sole entity responsible for receiving complaints from Supplier Employees regarding their assignments and for notifying Supplier Employees of the termination or change of their assignments. Company has the right at any time (prior to and after assignment to Company’s Work) and for any reason to reject or to have Supplier remove Supplier’s employees from the Work under this Agreement upon notice to Supplier. Upon such notice, Supplier shall, at Company’s request, replace the Supplier employee(s). In the event of any staffing change, Company shall not be charged for the time required to train the replacement. The amount of noncompensatory training time, if any, shall be mutually determined by Supplier and Company’s Representative. Supplier further agrees that any Services are being providedSupplier Employee, who is or becomes a “leased employee” (as defined in Section 414 (n) of the employment Internal Revenue Code) of Company during the term of this Agreement, shall not be covered by, and shall be excluded from participation in, any employee of Supplier shall remain with Supplier and shall not pass or otherwise transfer to GSK or its Affiliates and nothing in the Agreement shall be construed or have effect as constituting any relationship of employer and employee between GSK (or its Affiliates) and the employees and/or sub-contractors of Supplierbenefit plan maintained by Company. Supplier agrees that it is performing will only use former employees of Company in the Services as performance of Work under this Agreement or an independent contractor Order issued under this Agreement if 1) they are not brought back to perform the same assignment they had when they were employees and will retain all responsibility 2) they have been off the payroll for payment at least six months. Supplier shall, prior to the start of any income taxWork, national insurance contributions, and any other taxation that may arise from the provision certify its compliance with these provisions. Table of the Services, and Contents General Agreement No. 20020321.3.C Supplier shall indemnify GSK and its Affiliates, and keep them indemnified, on demand save Company harmless from and against all Losses incurred any losses, damages, claims, demands, suits and liabilities that arise out of, or suffered as a result from, any failure by Supplier to perform its obligations under this clause. Supplier shall also indemnify and save Company harmless from any entitlement, assertion or claim, which any of Supplier’s Employees might have or might make relative to rights or privileges in any Company employee benefit plan and which arises, in whole or in connection with GSK or its Affiliates having to pay any taxpart, income tax or national insurance contributions and/or make any deductions at source in respect of the Services. Notwithstanding the provisions of clause 18.1, if and to the extent that the any laws apply, such that GSK or any of its Affiliates (or a successor supplier to Supplier) incurs Employment Liabilities arising in relation to any Supplier personnel whose employment (or any claim arising out of such employment, or arising as a result of its termination) transfers to GSK (or any of its Affiliates) or to such successor supplier, Supplier Work rendered under this Agreement and each Order. CONTENTS OF ORDER FOR PROFESSIONAL SERVICES An Order for Professional Services shall indemnify GSK, its Affiliates and any replacement supplier, and keep them indemnified, on demand from and against all such Employment Liabilities. For be substantially in the purposes of this clause 18.2, "Employment Liabilities" means any Losses incurred by, or attributed to, GSK or its Affiliates (and including those incurred by or attributed to any successor supplier or sub-contractor of GSK), form described below and shall include any incurred contain the following information as a result of an indemnity or warranty given, or to be given, by GSK or its Affiliates to, or any claim made by, a successor supplier or sub-contractor, in each case relating to the employment contracts of such Supplier personnel, or any claim under any employment legislation.applicable:

SUPPLIER’S EMPLOYEES. For the duration purpose of this Agreement, the term Supplier Employee means anyone performing any Work or service under this Agreement by or on behalf of Supplier or rendering Services under this Agreement or furnished by Supplier under this Agreement, including (but not limited to) partners, employees, consultants, representatives, agents and subcontractors of Supplier and of any affiliate of Supplier or Supplier's parent company. Supplier shall obtain an appropriate agreement with its employees, or others whose services Supplier may require, sufficient to enable it to comply with all provisions of this Agreement. It is agreed that all persons provided by Supplier to perform Services or other work are for all purposes employees of Supplier and not employees or agents of Company, and while Company personnel may function as team leaders or managers Company shall not exercise any direct control of supervision over Supplier Employees. Company's project manager(s) will be available for consultation. Supplier shall be responsible for its own labor relations with any trade or union which represents its employees and shall be responsible for negotiating and adjusting all disputes. Supplier shall be the sole entity responsible for receiving complaints from Supplier Employees regarding their assignments and for notifying Supplier Employees of the period termination or change of their assignments. Supplier further agrees that any Services are being provided, the employment of any employee of Supplier shall remain with Supplier and Employees, who is or becomes a "leased employee" (as defined in Section 414 (n) of the Internal Revenue Code) of Company during the term of this Agreement, shall not pass or otherwise transfer to GSK or its Affiliates and nothing in the Agreement shall be construed or have effect as constituting any relationship of employer and employee between GSK (or its Affiliates) and the employees and/or sub-contractors of Supplier. Supplier agrees that it is performing the Services as an independent contractor and will retain all responsibility for payment of any income tax, national insurance contributions, and any other taxation that may arise from the provision of the Servicescovered by, and shall be excluded from participation in, any employee benefit plan maintained by AT&T or its affiliated companies. Supplier shall indemnify GSK and its Affiliates, save AT&T and keep them indemnified, on demand Company harmless from and against all Losses incurred any losses, damages, claims, demands, suits and liabilities that arise out of, or suffered as a result from, any failure by Supplier to perform its obligations under this clause. Supplier shall also indemnify and save AT&T and Company harmless from any entitlement, assertion or claim, which any of Supplier's Employees might have or might make relative to rights or privileges in any AT&T or Company employee benefit plan and which arises, in whole or in part, out of Services rendered under this Agreement or work performed in connection with GSK or its Affiliates having to pay any tax, income tax or national insurance contributions and/or make any deductions at source in respect of the Services. Notwithstanding the provisions of clause 18.1, if and to the extent that the any laws apply, such that GSK or any of its Affiliates (or a successor supplier to Supplier) incurs Employment Liabilities arising in relation to any Supplier personnel whose employment (or any claim arising out of such employment, or arising as a result of its termination) transfers to GSK (or any of its Affiliates) or to such successor supplier, Supplier shall indemnify GSK, its Affiliates and any replacement supplier, and keep them indemnified, on demand from and against all such Employment Liabilities. For the purposes of this clause 18.2, "Employment Liabilities" means any Losses incurred by, or attributed to, GSK or its Affiliates (and including those incurred by or attributed to any successor supplier or sub-contractor of GSK), and shall include any incurred as a result of an indemnity or warranty given, or to be given, by GSK or its Affiliates to, or any claim made by, a successor supplier or sub-contractor, in each case relating to the employment contracts of such Supplier personnel, or any claim under any employment legislationAgreement.

SUPPLIER’S EMPLOYEES. For The term Supplier employee means anyone performing the duration Work or furnished by Supplier under this Agreement, including but not limited to the Supplier’s employees, consultants, representatives, agents, subcontractors, and subcontractors’ subcontractors at all tiers. It is agreed that all persons provided by Supplier to perform the Work are not employees or agents of Company, and Company shall not exercise any direct control or supervision over Supplier employees but Company’s Representative will be available for consultation. Supplier shall be responsible for its own labor relations with any trade or union, which represents its employees and shall be responsible for negotiating and adjusting all disputes. Supplier shall be the sole entity responsible for receiving complaints from Supplier employees regarding their assignments and for notifying Supplier employees of the period termination or change of their assignments. Company has the right at any time (prior to and after assignment to Company’s Work) and for any reason to reject or to have Supplier remove Supplier’s employees from the Work under this Agreement upon notice to Supplier. Upon such notice, Supplier shall, at Company’s request, replace the Supplier employee(s). In the event of any staffing change, Company shall not be charged for the time required to train the replacement. The amount of non-compensatory training time, if any, shall be mutually determined by Supplier and Company’s Representative. Supplier further agrees that any Services are being providedof Supplier’s employees who is or becomes a `leased employee’ (as defined in Section 414(n) of the Internal Revenue Code) of Company during the term of this Agreement, the employment of any employee of Supplier shall remain with Supplier and shall not pass or otherwise transfer to GSK or its Affiliates and nothing in the Agreement shall be construed or have effect as constituting any relationship of employer and employee between GSK (or its Affiliates) and the employees and/or sub-contractors of Supplier. Supplier agrees that it is performing the Services as an independent contractor and will retain all responsibility for payment of any income tax, national insurance contributions, and any other taxation that may arise from the provision of the Servicescovered by, and shall be excluded from participation in, any employee benefit plan maintained by Company. Supplier shall indemnify GSK and its Affiliates, and keep them indemnified, on demand save Company harmless from and against all Losses incurred any losses, damages, claims, demands, suits, and liabilities that arise out of, or suffered as a result results from, any failure by Supplier to perform its obligations under this clause. Supplier shall also indemnify and save Company harmless from any entitlement, assertion, or claim, which any of Supplier’s employees might have or might make relative to rights or privileges in any Company employee benefit plan and which arises, in whole or in connection with GSK or its Affiliates having to pay any taxpart, income tax or national insurance contributions and/or make any deductions at source in respect of the Services. Notwithstanding the provisions of clause 18.1, if and to the extent that the any laws apply, such that GSK or any of its Affiliates (or a successor supplier to Supplier) incurs Employment Liabilities arising in relation to any Supplier personnel whose employment (or any claim arising out of such employment, or arising as a result of its termination) transfers to GSK (or any of its Affiliates) or to such successor supplier, Supplier shall indemnify GSK, its Affiliates and any replacement supplier, and keep them indemnified, on demand from and against all such Employment Liabilities. For the purposes of Work rendered under this clause 18.2, "Employment Liabilities" means any Losses incurred by, or attributed to, GSK or its Affiliates (and including those incurred by or attributed to any successor supplier or sub-contractor of GSK), and shall include any incurred as a result of an indemnity or warranty given, or to be given, by GSK or its Affiliates to, or any claim made by, a successor supplier or sub-contractor, in each case relating to the employment contracts of such Supplier personnel, or any claim under any employment legislationAgreement.