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use Customer Personal. Information to send marketing materials to or contact any person except for purposes of performing under this agreement;

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• Processing of Customer Personal Data 3.1 UKG will: 3.1.1 comply with all applicable Data Protection Laws in the Processing of Customer Personal Data; and 3.1.2 not Process Customer Personal Data other than for the purpose, and in accordance with, the relevant Customer’s instructions as documented in the Agreement and this DPA, unless Processing is required by the Data Protection Laws to which the relevant UKG Processor is subject, in which case UKG to the extent permitted by the Data Protection Laws, will inform Customer of that legal requirement before the Processing of that Customer Personal Data. 3.2 Customer hereby: 3.2.1 instructs UKG (and authorizes UKG to instruct each Subprocessor) to: (a) Process Customer Personal Data; and (b) in particular, transfer Customer Personal Data to any country or territory subject to the provisions of this DPA, in each case as reasonably necessary for the provision of the Services and consistent with the Agreement. 3.2.2 warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in Section 3.2.1 on behalf of each relevant Customer Affiliate; and 3.2.3 warrants and represents that it has all necessary rights in relation to the Customer Personal Data and/or has collected all necessary consents from Data Subjects to Process Customer Personal Data to the extent required by Applicable Law. 3.3 Schedule 1 to this DPA sets out certain information regarding UKG’s Processing of Customer Personal Data as required by Article 28(3) of the GDPR (and equivalent requirements of other Data Protection Laws).

• Supplier Personnel The Customer and Supplier agree and acknowledge that in the event of the Supplier ceasing to provide the Services or part of them for any reason, Call Off Schedule 10 (Staff Transfer) shall apply. The Supplier 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 Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier 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 Supplier Employee not identified in the Supplier's Final Supplier Personnel List.

• Customer The agency or eligible user that purchases commodities or contractual services pursuant to the Contract.

• Customer Focus Is dedicated to meeting the expectations and requirements of internal and external customers; gets first hand customer information and uses it for improvements in products and services; acts with customers in mind; establishes and maintains effective relationships with customers and gains their trust and respect Integrity and Trust Is widely trusted; is seen as a direct, truthful individual; can present the unvarnished truth in an appropriate and helpful manner; keeps confidences; admits mistakes; doesn’t misrepresent him/herself for personal gain. Drive For Results Can be counted on to exceed goals successfully; Is constantly and consistently one of the top performers; very bottom line oriented; steadfastly pushes self and others for results. Decision Quality Makes good decisions (without considering how much time it takes) based upon a mixture of analysis, wisdom, experience, and judgment; most of his/her solutions and suggestions turn out to be correct and accurate when judged over time; sought out by others for advice and solutions. Managing & Measuring Work Clearly assigns responsibility for tasks and decisions; sets clear objectives and measures; monitors process, progress, and results; designs feedback loops into work. Organisational Agility Knowledgeable about how organizations work; knows how to get things done both through formal channels and the informal network; understands the origin and reasoning behind key policies, practices, and procedures; understands the cultures of organizations. Interpersonal Savvy Relates well to all kinds of people – up, down, and sideways, inside and outside the organisation; builds appropriate rapport; builds constructive and effective relationships; uses diplomacy and tact; can defuse even high-tension situations comfortably. Motivating Others Creates a climate in which people want to do their best; can motivate many kinds of direct reports and team or project members; can assess each person and get the best out of him/her; pushes tasks and decisions down; empowers others; invites input from each person and shares ownership and visibility; makes each individual feel his/her work is important; is someone people like working for and with. • Directors of Nursing • Patients, families and whānau • Clinical Nurse Specialists • LMC Access Holders • Integrated Operations Centre • Other service providers (DHBs, NGOs, PHO) • Clinical Directors/Clinical Leaders • Health and Welfare Agencies • Service Managers • Relevant Support Groups • Other Charge Nurse Managers/Charge Midwife Managers/Unit Managers • University of Otago School of Medicine, Otago and Southland Polytechnics • Practice Development Unit staff • Professional Colleges and Registration Bodies • Clinical and Corporate support staff • SDHB wide staff The expertise required for a person to be fully competent in the role. Position specific competencies: ESSENTIAL DESIRABLE Education and Qualifications (or equivalent level of learning) • Registered Nurse/Midwife. • Holds a current practising certificate. • Holds a current portfolio (PDRP/QLP) or equivalent appropriate to the role. • Post-graduate diploma or degree in a relevant field. • Experience • Nursing leadership experience. • A history of a collaborative team approach. • Proven clinical credibility. • Extensive experience in the health sector. • Extensive experience of clinical quality and safety, best practice. • • Critical consumer of research and embraces evidenced based practice when carrying out tasks/functions. Knowledge and Skills • Strong clinical leadership and management skills. • Extensive knowledge of the health sector. • Extensive knowledge of clinical quality and safety, best practice. • Excellent group facilitation skills. • Advanced communication techniques such as conflict resolution, diffusion and mediation skills. • Knowledge of and demonstrated use of adult teaching and learning principles. • Personal Qualities • Commitment and personal accountability. • Excellent interpersonal skills, including ability to work effectively with people at all levels of the organisation. • Acts with discretion, sensitivity and integrity at all times. • Is adaptable and flexible – open to change (positive or negative). • Innovative and flexible with a positive problem solving approach in all situations. • Maintains an exceptionally high level of confidentiality. • Forward thinker, flexible, courteous, self-motivated. • Committed to continuous quality improvement. • Ability to liaise and network at all levels. • A reasonable level of fitness is required to cope with the demanding physical requirements of the job. The following denote the key physical requirements for the position: standing, walking, bending, sitting, stairs, simple grasping, fine manipulation, operating machinery/equipment, lifting, overhead reaching, carrying, pushing/pulling, twisting, climbing/balancing, crouching/squatting, manual handling of people, other reaching, and ability to participate in personal restraint if required. Clinical Leadership Xxxxxx a culture that strives for excellence in clinical service provision within allocated resources. • Promote excellence in clinical service provision through the sharing of new knowledge, ideas, and research. • Encourage innovation and practice initiatives that enhance clinical care or service provision. • Maintain a high standard of clinical expertise within the xxxx/unit. • Xxxxxx the development of a cohesive team which works collaboratively to achieve optimal patient/ service outcomes. • Be active and visible within the team, motivating and actively praising/valuing staff endeavours, and acknowledging patient satisfaction and good clinical care. • Promote patient/client centred care that incorporates a strong customer service philosophy through effective and positive interactions with patients/ clients, staff, visitors and other agencies. • Ensure clinical practice is provided within accepted professional standards, codes, policies and relevant legislation. • Ensure Treaty of Waitangi principles and Tikaka best practice guidelines are fully integrated into practice. • Encourage a culture of continuous learning, positive critique of the status quo and use of evidence based practice. • Ensure there is adequate leadership and principles of direction and delegation are adhered to by all staff. Service Planning and Delivery Lead and manage wards/units to provide efficient and effective services. Participate in and lead where relevant, xxxx/ unit service planning. • Lead and manage respective wards/units/services in accordance with operational plans and budgets. • Ensure a consumer/patient service focus is adopted and maintained at all xxxx/unit/service team level. • Implement Southern District Health Board wide policies and processes. • Ensure service delivery complies with Health and Disability sector standards and relevant legislation. • Actively participate in the preparation of service activity plans. • In conjunction with the Associate Director of Nursing/ Director of Nursing/Service Manager ensure service planning and delivery complies with Ministry of Health elective service performance indicator standards (where applicable). • Ensure adherence to the SDHB delegations of authority. • Effectively utilise Southern District Health Board information systems and data to enable xxxx/unit/ service patient care management and human resource utilisation activities. • Identify, lead and manage projects to improve xxxx/ unit/service efficiency and effectiveness. • Lead the team to effectively ensure discharge processes are robust and support the needs of the service, including timeliness, and staff responsibility in efficient discharge planning. • Build and maintain effective relationships and communication mechanisms with staff, associated clinical and support services, and external agencies as applicable. • Develop and implement audit care pathways in conjunction with clinical staff. • Ensure integrated care plans are utilised in clinical service delivery. • Facilitate and champion the integration of the SDHB Team based model of nursing practice. • Monitor xxxx/unit/service performance against key performance indicator targets, identifying and implementing corrective actions as and if required in conjunction with the Associate Director of Nursing/ Director of Nursing/Service Manager. • Prepare accurate monthly management reports for the xxxx/unit including variance analysis of key performance indicators, balanced scorecard and financial management variances together with corrective actions. • Prepare business cases and/or reports as requested/ required by the Associate Director of Nursing/Director of Nursing/ Service Manager. Staff Management and Planning Ensure the service/s is/are appropriately staffed. Best practice human resource standards are met. Effectively lead and manage assigned staff in order to develop and maintain a cohesive and productive team. Ensure effective communication within service. • Lead by example acting as a positive, motivating and inspiring role model for all staff. • Model sound Human Resource practice and, facilitate coaching and performance development for staff, in consultation with Human Resources and the Associate Director of Nursing/Director of Nursing/Service Manager; facilitate change management as appropriate. • Ensure effective recruitment, orientation, preceptorship, rostering and administration of staff in accordance with Southern District Health Board policies. • Develop a comprehensive staffing plan for staff directly reporting to the CNM/MM that recognises potential shortcomings and identifies strategies to address gaps both short and long term. • Ensure professional staff practice with a current annual practising certificate and logs in the appropriate reporting system. • Ensure rosters are developed in accordance with approved core roster resource levels and SDHB Rostering Standards and budgets. • Ensure appropriately budgeted training and development plans are in place for all staff. In conjunction with the ACN/CNS/Practice Development • Develop communication mechanisms that facilitate effective and timely communication within and across the xxxx/s and/or unit/s. • Proactively plan and implement appropriate staffing aligned with variations in patient/staff activity, e.g. winter, Christmas, school holidays. • Ensure timely staff appraisal and feedback structures are in place. With staff, identify professional development plans aligned to SDHB and service priorities. • Proactively deal with staff conflict and performance issues. • Ensure effective strategies are in place to resolve issues. • Maximise opportunities to create a harmonious working environment. Show positive leadership and seek feedback. • Manage employee leave to ensure service demands are matched with the legal requirements for staff to take leave. • Ensure accuracy and timeliness in rostering and payroll transactions in compliance with OneStaff (staff management system) and the SDHB Rostering Standards Unit Nurse Educator, and ensure in-service training and education is carried out to maintain quality of service. • Promote and facilitate nursing staff participation in the PDRP (Professional Development Recognition Programme). • Ensure all staff have an up to date annual leave management plan at all times. Financial Management Work within budgets for the financial year, and work in collaboration with the Associate Director of Nursing/Director of Nursing/Service Manager to develop risk mitigation strategies for unexpected expenditure. Participate in developing and managing annual and three year capital expenditure plan. • Report to the Associate Director of Nursing/Director of Nursing/Service Manager on a monthly basis, financial performance including variations and corrective actions. • Work closely with Analyst to understand variances and operationalise mitigating strategies. • Participate in annual budgeting process with Associate Director of Nursing/Director of Nursing/Service Manager and Analyst. Report to the Associate Director of Nursing/Director of Nursing/Service Manager on a monthly basis, financial performance including variations and corrective actions. • Work closely with Analyst to understand variances and operationalise mitigating strategies. • Participate in annual budgeting process with Associate Director of Nursing/Director of Nursing/Service Manager and Analyst. • Manage capital expenditure within annual capital expenditure plans, and in accordance with SDHB policies and procedures. • Proactively engage with staff to identify ideas and action plans for xxxx/unit efficiency improvements and cost reduction initiatives. Quality and Risk Management Manage xxxx/unit quality and risk programmes. Lead and manage certification and accreditation within xxxx/unit. Xxxxxx a quality improvement culture. • Lead, administer and facilitate staff involvement in xxxx/unit quality and risk programmes and action plans, and participate in service wide programmes, in accordance with Southern District Health Board policy. • Lead and manage service level health and safety programmes including audit of hazards and routine reporting of incidents and accidents. • Investigate complaints, incidents and other matters in a timely manner, reporting outcomes as required • Ensure compliance including: all relevant standards and legislation, health safety, professional regulations, and equipment. • Manage xxxx/unit balanced scorecard and report and manage variations. • Lead the xxxx/unit incident reporting and investigation processes, within SDHB policies and procedures. • Support and demonstrate the philosophy and practice of a service and organisational wide systems approach to service and operational processes. including development of action plans to facilitate xxxx/unit/ service development. • Proactively develop new xxxx/unit/service policies and protocols in conjunction with members of the team. • Maintain professional and organisational quality standards. • Ensure delivered work is planned, delivered, and implemented consistently against quality standards. • Continuously identify improvement opportunities to perform job in most effective manner. • Investigate opportunities to achieve goals in a more efficient way. • Lead and support the implementation of the Releasing Time to Care programme for the xxxx/unit/ service. • Performance is in alignment with HR quality audit standards, organisational requirements, and professional standards. • Lead the roll out and continual update of visual management boards for the xxxx/unit/service which displays key elements of performance for staff and patients. Strategic Management Contribute and lead xxxx/unit operational and clinical projects. Lead in the process of change and instil a continuous quality improvement culture. • Maintain knowledge of current and emerging strategic priorities for the relevant service grouping specialties. • Lead assigned projects that are of strategic xxxx/unit & service priority, ensuring their effective completion within assigned timeframes and resources. • Build a collective vision for the xxxx/unit to allow staff to have a clear understanding of their role in service provision. • Use Balanced Scorecard, incidents, complaints and other KPIs to inform xxxx/unit development and improvement opportunities • Participates in SDHB wide projects as relevant to xxxx/unit/service. • Participate in focus groups/projects that advance issues and strategies for the organisation. • Provide cover for other CNM/CMM/UM within the service as required. • Act up as Associate Director of Nursing/Director of Nursing/Service Manager as required/requested. • Participate collectively with other CNM/CMM to provide a collaborative approach to provide clinical service provision. • Plan and manage own work to achieve desired results on time, within budget and to required standard. • Act as a role model for the SDHB organisational values.

• Contractor Personnel Contractor's staff is expected to present a professional appearance. All personnel of the Contractor will be neat, well groomed, properly uniformed in industry standard uniforms and are expected to conduct themselves at all times in a responsible and courteous manner while performing any work under this Agreement and/or whenever they are on District property. The following code of conduct will be adhered to by the Contractor, his agent(s) and/or his employees. If Contractor fails to ensure that its employees or other agents comply with these requirements, then Contractor may be terminated for cause under this Agreement: A. All employees of the Contractor shall wear a recognizable uniform. No hats will be worn inside the building. All of Contractor’s employees and agents performing work must carry a government-issued photo ID. Contractor’s employees and agents will present ID to District Staff upon request. This provision will be strictly enforced. B. The use of tobacco or tobacco products on Board property is prohibited by State law. C. The Contractor will not be permitted to utilize Day Labor or Temporary Workers to provide any services at any District facility. This includes any employees or agents that are hired prior to contract award. Failure to comply with this requirement could result in immediate termination of contract with the Contractor liable for any breach, including liquidated damages for delay damages and/or forfeiture of Performance Bond. D. The Contractor or employees or agents of the Contractor are not permitted to play loud music, to make unnecessary noises, or to use vulgar or inappropriate language that causes offense to others. E. The employment of unauthorized or illegal aliens by the Contractor is considered a violation of Section 247A (e) of the Immigration and Naturalization Act. If the Contractor knowingly employs unauthorized aliens, such a violation shall also be cause for termination of this Agreement. F. Possession of firearms will not be tolerated on Board property. No person who has a firearm in their vehicle will be permitted to park on District property. Any employee of the Contractor found in violation of this policy will be immediately asked to leave, and will not be allowed to return to perform further work without the consent of the District. G. The Contractor certifies that he/she will not engage in the unlawful manufacture, sale distribution, dispensation, possession, or use of a controlled substance or drug during the performance of the contract and that a drug-free workplace will be provided for the Contractor’s employees or agents during the performance of the contract. The Contractor also certifies that he will secure from any subcontractor who works on the contract, written certification of the same drug free workplace requirements. False certification or violation by failing to carry out requirements of O.C.G.A. § 50-24-3 may cause suspension, termination of contract, or debarment of such bidder Please Note: If any employee or agent of the Contractor or Sub-contractor is found to have brought a firearm on District property, the Contractor or Sub-contractor shall prohibit them from continuing to perform any work on District property. If the Contractor or Sub-contractor fails to do so, then the District may terminate this Agreement for cause as set forth below.

• Customer Equipment Customer represents and warrants that it owns or has the legal right and authority, and will continue to own or maintain the legal right and authority during the term of this Agreement, to place and use the Customer Equipment as contemplated by this Agreement. Customer further represents and warrants that its placement, arrangement, and use of the Customer Equipment in the Internet Data Centers complies with the Customer Equipment Manufacturer's environmental and other specifications.

• Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

• Customer and Trade Relations As of the Closing Date, there exists no actual or, to the knowledge of any Credit Party, threatened termination or cancellation of, or any material adverse modification or change in: the business relationship of any Credit Party with any customer or group of customers whose purchases during the preceding 12 months caused them to be ranked among the ten largest customers of such Credit Party; or the business relationship of any Credit Party with any supplier material to its operations.

• The Customer a) It refers to the Natural or Juridical Person signing this BANKING PRODUCTS AND SERVICES AGREEMENT by stamping their signature on the activation form of any banking service or by signing on the signature cards of the account (s) as it appears in the files of THE BANK, and the persons appointed by him in any accounts or BANK SERVICES and includes its successors and persons authorized by him to carry out any banking operation, to draw, to dispose of the funds deposited in THE BANK and to instruct the BANK, or the person (s) joining this BANKING PRODUCTS AND SERVICES AGREEMENT by including them in an activation form for any banking service or by signing the account (s), as it appears in the files of THE BANK. Therefore, references to THE CUSTOMER in this BANKING PRODUCTS AND SERVICES AGREEMENT shall be applied and shall be binding upon each and every one of the persons having the status of CUSTOMER, and the assignees, agents or representatives thereof, who declare that they accept each and every one of the terms and conditions set forth in this BANKING PRODUCTS AND SERVICES AGREEMENT, and also declares that the information supplied by them to the BANK is true. b) Any reference to a person such as "DEBTOR", "CO-DEBTOR", "GUARANTOR", "GUARANTEE", "SIGNATURE", "MAIN CUSTOMER", "ADDITIONAL CUSTOMER", "CARDHOLDER" or "ACCOUNT HOLDER", GENERAL CONDITIONS or PARTICULAR CONDITIONS in this, or any document or communication of THE BANK, refers also to THE CUSTOMER; Therefore, any liability of the CUSTOMER shall be payable by such person.

• Customer Care a) Contractor shall comply with the applicable requirements of the Americans with Disabilities Act and provide culturally competent customer service to all Covered California Enrollees in accordance with the applicable provisions of 45 C.F.R. § 155.205 and § 155.210, which refer to consumer assistance tools and the provision of culturally and linguistically appropriate information and related products. b) Contractor shall comply with HIPAA rules and other laws, rules and regulations respecting privacy and security.