Common use of Use of Contractor Personnel Clause in Contracts

Use of Contractor Personnel. 20.4.1 Contractor shall comply with Exelon’s Use of Contractor Policy, HR AC 70, as it may be amended from time to time. For purposes of this Section 20.4, all terms with initial capitalization that are not otherwise defined herein, shall be as defined in Policy HR AC 70. 20.4.2 Contractor, in furnishing the Work, is acting as an independent contractor, and Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Work to be provided by Contractor under this Agreement. All Contractor Personnel who perform any portion of the Work hereunder for Contractor shall be, and remain, employees of Contractor, and Contractor shall be solely responsible for payment of compensation to such persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither Exelon, nor its Affiliates and successors (the “Exelon Entities”) are, or shall be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Contractor Personnel. Neither Contractor (or its Subcontractors) nor any Contractor Personnel is an agent of the Exelon Entities, and no such party or person has any authority to represent the Exelon Entities as to any matters, except as expressly authorized in this Agreement. Contractor will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to all Contractor Personnel. Should any of the Exelon Entities be required to pay any amount to a governmental agency for failure by Contractor (or its Subcontractors) to withhold any amount as may be required by Law, Contractor shall indemnify each of the Exelon Entities for any amount so paid, including interest, penalties and fines. 20.4.3 Neither Contractor nor its Subcontractors will: (1) assign either (a) any Contractor Personnel to perform Staff Augmentation Work for the Exelon Entities, or (b) any Exelon Retiree to perform any Work for the Exelon Entities, for a total period of time (including time under this Agreement or any other agreement or through Contractor, its Subcontractors or any other third party employer and without regard to hours worked), in excess of 1 year, unless Exelon grants a written exception for such Contractor Personnel to the time limit; or (2) report income for any of its Contractor Personnel performing Staff Augmentation work to the Exelon Entities, to the IRS on Form 1099; or (3) allow any Contractor Personnel to commence Work for the Exelon Entities until an executed Third Party Personnel Acknowledgement (as defined below) has been received by Contractor. 20.4.4 Prior to commencement of Work by any Contractor Personnel, Contractor (or its Subcontractor), shall obtain from such Contractor Personnel, either directly or through its Subcontractors, a written acknowledgement from all proposed such Contractor Personnel, or its Subcontractor, substantially in the form of Exhibit E attached hereto (the “Third Party Personnel Acknowledgement” or “TPPA”). Contractor shall maintain the original of each TPPA for Contractor Personnel for a period of six (6) years following the termination of Contractor Personnel.

Use of Contractor Personnel. 20.4.1 22.4.1 Contractor shall comply with Exelon’s Use of Contractor Policy, HR AC 70, as it may be amended from time to time. For purposes of this Section 20.422.4, all terms with initial capitalization that are not otherwise defined herein, shall be as defined in Policy HR AC 70. 20.4.2 22.4.2 Contractor, in furnishing the Work, is acting as an independent contractor, and Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Work to be provided by Contractor under this Agreement. All Contractor Personnel who perform any portion of the Work hereunder for Contractor shall be, and remain, employees of Contractor, and Contractor shall will be solely responsible for payment of compensation to such persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither Exelon, nor its Affiliates and successors (the “Exelon Entities”) are, or shall be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Contractor Personnel. Neither Contractor (or its Subcontractors) nor or any Contractor Personnel is an agent of the Exelon Entities, and no such party or person has any authority to represent the Exelon Entities as to any matters, except as expressly authorized in this Agreement. Contractor will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to all Contractor Personnel. Should any of the Exelon Entities be required to pay any amount to a governmental agency for failure by Contractor (or its Subcontractors) to withhold any amount as may be required by Law, Contractor shall indemnify each of the Exelon Entities for any amount so paid, including interest, penalties and fines. 20.4.3 22.4.3 Neither Contractor nor its Subcontractors will: (1) assign either (a) any Contractor Personnel to perform Staff Augmentation Work for the Exelon Entities, or (b) any Exelon Retiree to perform any Work for the Exelon Entities, for a total period of time (including time under this Agreement or any other agreement or through Contractor, its Subcontractors or any other third party employer and without regard to hours worked), in excess of 1 year, unless Exelon grants a written exception for such Contractor Personnel to the time limit; or (2) report income for any of its Contractor Personnel performing Staff Augmentation work to the Exelon Entities, to the IRS on Form 1099; or (3) allow any Contractor Personnel to commence Work for the Exelon Entities until an executed Third Party Personnel Acknowledgement (as defined below) has been received by Contractor. 20.4.4 22.4.4 Prior to commencement of Work by any Contractor Personnel, Contractor (or its Subcontractor), shall obtain from such Contractor Personnel, either directly or through its Subcontractors, a written acknowledgement from all proposed such Contractor Personnel, or its Subcontractor, substantially in the form of Exhibit E attached hereto (the “Third Party Personnel Acknowledgement” or “TPPA”). Contractor shall maintain the original of each TPPA for Contractor Personnel for a period of six (6) years following the termination of Contractor Personnel.in

Use of Contractor Personnel. 20.4.1 19.4.1 Contractor shall comply with ExelonXxxxx’s Use Policies and Procedures pertaining to use of Contractor Policycontractors as specified in Exhibit B hereof, HR AC 70, as it may be amended from time to timeor the Contract Documents. For purposes of this Section 20.419.4, all terms with initial capitalization that are not otherwise defined herein, shall be as defined in Policy HR AC 70.such Policies and Procedures.. 20.4.2 19.4.2 Contractor, in furnishing the Work, is acting as an independent contractor, and Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Work to be provided by Contractor under this Agreementthese Terms and Conditions. All Contractor Personnel who perform any portion of the Work hereunder for Contractor shall be, and remain, employees of Contractor, and Contractor shall will be solely responsible for payment of compensation to such persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither ExelonBuyer, nor its Affiliates Affiliates, or their subsidiaries and successors successors, including those in Exhibit A (the “Exelon Buyer Entities”) are, or shall be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Contractor Personnel. Neither Contractor (or its Subcontractors) nor or any Contractor Personnel is an agent of the Exelon Buyer Entities, and no such party or person has any authority to represent the Exelon Buyer Entities as to any matters, except as expressly authorized in this Agreementthe Contract Documents. Contractor will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws with respect to all Contractor Personnel. Should any of the Exelon Buyer Entities be required to pay any amount to a governmental agency for failure by Contractor (or its Subcontractors) to withhold any amount as may be required by Law, Contractor shall indemnify each of the Exelon Buyer Entities for any amount so paid, including interest, penalties and fines. 20.4.3 19.4.3 Neither Contractor nor its Subcontractors will: (1) assign either (a) any Contractor Personnel to perform Staff Augmentation Work for the Exelon Buyer Entities, or (b) any Exelon Retiree to perform any Work for the Exelon Buyer Entities, for a total period of time (including time under this Agreement these Terms and Conditions or any other agreement or through Contractor, its Subcontractors or any other third party employer and without regard to hours worked), in excess of 1 year, unless Exelon Buyer grants a written exception for such Contractor Personnel to the time limit; or (2) report income for any of its Contractor Personnel performing Staff Augmentation work to the Exelon Buyer Entities, to the IRS on Form 1099; or (3) allow any Contractor Personnel to commence Work for the Exelon Buyer Entities until an executed Third Party Personnel Acknowledgement (as defined below) has been received by Contractor. 20.4.4 19.4.4 Prior to commencement of Work by any Contractor Personnel, Contractor (or its Subcontractor), shall obtain from such Contractor Personnel, either directly or through its Subcontractors, a written acknowledgement from all proposed such Contractor Personnel, or its Subcontractor, substantially in the form of Exhibit E attached hereto (the “Third Party Personnel Acknowledgement” or “TPPA”). Contractor shall maintain the original of each TPPA for Contractor Personnel for a period of six (6) years following the termination of Contractor Personnel.

Use of Contractor Personnel. 20.4.1 22.4.1 Contractor shall will comply with ExelonBuyer’s Use Policies and Procedures pertaining to use of Contractor Policycontractors as specified in Exhibit B hereof, HR AC 70, as it may be amended from time to timeor the Contract Documents. For purposes of this Section 20.422.4, all terms with initial capitalization that are not otherwise defined herein, shall will be as defined in Policy HR AC 70such Policies and Procedures. Contractor represents and warrants that (i) Contractor and all suppliers, Subcontractors and agents involved in the performance of the Work hereunder strictly adhere, and will continue throughout the term of these Terms and Conditions to strictly adhere, to all applicable Laws in the jurisdictions in which the Work is performed and with respect to the operation of their production and manufacturing facilities and their other business and labor practices, including Laws governing the working conditions, wages, hours and minimum age of the workforce; (ii) the Work will not have been, and will not be, performed, in whole or in part, by child labor or by convict or forced labor; and (iii) the Materials willwill not have been transshipped for purposes of avoiding compliance with labor Laws. Contractor further agrees promptly upon Buyer's request to furnish such documentation as may be required by Buyer to evidence compliance with the foregoing. 20.4.2 22.4.2 Contractor, in furnishing the Work, is acting as an independent contractor, and Contractor has the sole right and obligation to supervise, manage, contract, direct, procure, perform or cause to be performed, all Work to be provided by Contractor under this Agreementthese Terms and Conditions. All Contractor Personnel who perform any portion of the Work hereunder for Contractor shall will be, and remain, employees of Contractor, and Contractor shall will be solely responsible for payment of compensation to such persons Persons as well as all applicable federal, state and local income and employment tax withholding and reporting for all such Contractor Personnel. Neither ExelonBuyer Parties are not, nor its Affiliates and successors (the “Exelon Entities”) are, or shall will not be construed to be, an employer (common law or otherwise), co-employer or joint employer of any Contractor Personnel. Neither Contractor (or its Subcontractors) nor or any Contractor Personnel is an agent of the Exelon EntitiesBuyer Parties, and no such party Party or person Person has any authority to represent the Exelon Entities Buyer Parties as to any matters, except as expressly authorized in this Agreementthe Contract Documents. Contractor will assume full responsibility for payment of all federal, state, provincial and local taxes, withholding or contributions imposed or required under unemployment insurance, social security and income tax laws Laws with respect to all Contractor Personnel. Should any of the Exelon Entities Buyer Parties be required to pay any amount to a governmental agency Governmental Authority for failure by Contractor (or its Subcontractors) to withhold any such amount as may be required by Law, Contractor shall will indemnify each of the Exelon Entities Buyer Parties for any such amount so paid, including interest, penalties and fines. 20.4.3 Neither Contractor nor its Subcontractors will: (1) assign either (a) any Contractor Personnel to perform Staff Augmentation Work for the Exelon Entities, or (b) any Exelon Retiree to perform any Work for the Exelon Entities, for a total period of time (including time under this Agreement or any other agreement or through Contractor, its Subcontractors or any other third party employer and without regard to hours worked), in excess of 1 year, unless Exelon grants a written exception for such Contractor Personnel to the time limit; or (2) report income for any of its Contractor Personnel performing Staff Augmentation work to the Exelon Entities, to the IRS on Form 1099; or (3) allow any Contractor Personnel to commence Work for the Exelon Entities until an executed Third Party Personnel Acknowledgement (as defined below) has been received by Contractor. 20.4.4 22.4.3 Prior to commencement of Work by any Contractor PersonnelPersonnel who will (1) have access to any Buyer or its Affiliates’ assets, including buildings, properties, computer systems, Confidential Information, and/or employee or customer information, and/or (2) have contact with any Buyer or its Affiliates’ customers, Contractor (or its Subcontractor), shall will obtain from such Contractor Personnel, either directly or through its Subcontractors, a written signed acknowledgement from all proposed such Contractor Personnel, or its Subcontractor, substantially in the form of Exhibit E the TPPA attached hereto as Exhibit C (the “Third Party Personnel Acknowledgement” or “TPPA”). Contractor shall will provide a copy of each TPPA to Buyer’s Designated Representative and maintain the original of each TPPA for Contractor Personnel for a period of six (6) years following the termination of Contractor Personnel. 22.4.4 Based upon such executed Third Party Personnel Acknowledgements and prior to commencement of any Work by any such proposed new Contractor Personnel, Contractor will provide to Buyer’s Designated Representative a written notice that identifies the names (and if possible the former Exelon or Affiliate Employee identification number) of Contractor Personnel assigned to provide Work to Buyer who identify themselves as a former employee of one of the Buyer Parties or a Retiree of one of the Buyer Parties (a “Notice of Former Employees/Retirees”). Notwithstanding any other provision of these Terms and Conditions, Buyer reserves the right, to request additional information about any Contractor Personnel, to reject any proposed Contractor Personnel, and to request the removal (with or without replacement) of any or all Contractor Personnel from performing Work for Buyer hereunder and/or from any Buyer worksite at any time at its sole discretion. In the event Buyer rejects any proposed Contractor Personnel or requests the removal of any Contractor Personnel from any Work and/or Buyer worksite Contractor will promptly remove such Contractor Personnel from providing Work to Buyer and provide a suitable replacement that meets all requirements of the Contract Documents. In the event Buyer requires the removal of any Contractor Personnel, Contractor will also ensure a prompt and smooth transition of all knowledge, information and data from such Contractor Personnel to his or her replacement. The rejection or removal of any Contractor Personnel will not be deemed a request or demand by Buyer that Contractor (or its Subcontractor) suspend or terminate the employment of any Contractor Personnel.