Common use of Vendor Key Employees Clause in Contracts

Vendor Key Employees. With respect to the vendor Key Employees, the parties agree as follows: (a) Each Vendor Key Employee will be assigned to the Prudential account. Before assigning an individual to a Vendor key Employee position, whether as an initial assignment or as a replacement, the parties must mutually agree on such individual in writing. (b) Unless mutually agreed to by the parties in writing, Vendor will not replace or reassign (i) any Vendor Key Employee for one year from (A) the Effective Date, in the case of the initial Vendor Key Employees, or (B) the date of his or her assignment to the Prudential account, in the case of any individual replacing the initial Vendor Key Employees, unless such Vendor Key Employee (v) is promoted to another position by Vendor (w) voluntarily resigns from Vendor, (x) is dismissed by Vendor, (y) fails to perform his or her duties and responsibilities pursuant to this Engagement Schedule, or (z) dies or is unable to work due to his or her disability. (c) If Prudential decides that any Vendor Key Employee should not continue in that position, then the Prudential Project Manager may, upon notice to Vendor, require removal of such Vendor Key Employee. Vendor will, as soon as reasonably practicable. replace such Vendor Key Employee in accordance with Section 10.1. Vendor will conduct the replacement for the Vendor Key Employees in such a manner so as to assure an orderly succession for any Vendor Key Employee who is replaced. Vendor's obligations relating to error and delay/failure rates and other performance standards will not be excused in the event any Vendor Key Employee, Vendor Project Staff member, or Vendor Agent is replaced, including, without limitation, for causes such as: failure of the replaced individual to obtain and/or maintain the necessary training, expertise, licensure, certification or other qualification required to perform their duties competently. In addition, such replacement is not considered a Force Majeure Event. (d) If any Vendor Resource assigned to provide Services and has access to Prudential Systems under this Engagement Schedule is terminated or otherwise removed from the Prudential account, Vendor must notify Prudential within one (1) Business Day of said termination/removal in order to for Prudential to terminate that resource's access to Prudential Systems.

Vendor Key Employees. With respect to the vendor Vendor Key EmployeesEmployees identified in Schedule 12.02, the parties Parties agree as follows: (a1) Each Vendor Key Employee will shall be assigned dedicated to the Prudential account. AMO account on a full-time basis. (2) Before assigning an individual to a Vendor key Key Employee position, whether as an initial assignment or as a replacement, Vendor shall (a) notify AMO of the parties must mutually agree on proposed assignment, (b) introduce the individual to appropriate representatives of AMO, (c) provide AMO with a résumé and any other information regarding the individual that may be reasonably requested by AMO and (d) obtain AMO’s approval for such individual in writingassignment. (b3) Unless mutually agreed to by the parties in writing, Vendor will shall not replace or reassign (ia) the Vendor Contract Manager for *** from the later of the Effective Date or the date on which the Vendor Contract Manager was assigned to the AMO account or (b) the other Vendor Key Employees for *** from the later of Effective Date and the date on which any such Vendor Key Employee for one year from (A) the Effective Date, in the case of the initial was designated as a Vendor Key Employees, or (B) the date of his or her assignment to the Prudential account, in the case of any individual replacing the initial Vendor Key EmployeesEmployee, unless AMO consents in writing to such reassignment or replacement or such Vendor Key Employee (v) is promoted to another position by Vendor (wi) voluntarily resigns from Vendor, (xii) is dismissed by VendorVendor for misconduct, (yiii) fails to perform his or her duties and responsibilities pursuant to this Engagement ScheduleAgreement, or (ziv) dies or is unable to work due to his or her disability, or (v) indicates in a signed writing to AMO that he/she is seeking reassignment due to personal reasons and not at the direction of Vendor. (c4) If Prudential AMO decides that any Vendor Key Employee should not continue in that position, then the Prudential Project Manager AMO may, in its sole good faith discretion and upon notice to Vendor, require removal of such Vendor Key Employee. Vendor willshall, as soon as reasonably practicable. , replace such Vendor Key Employee in accordance with Section 10.1. Employee. (5) Vendor will shall maintain backup procedures and conduct the replacement procedures for the Vendor Key Employees in such a manner so as to assure an orderly succession for any Vendor Key Employee who is replaced. Vendor's obligations relating to error and delay/failure rates and other performance standards will not be excused in the event any Upon request, after a determination that a Vendor Key EmployeeEmployee will be replaced, Vendor Project Staff member, or Vendor Agent is replaced, including, without limitation, for causes shall make such as: failure of the replaced individual procedures available to obtain and/or maintain the necessary training, expertise, licensure, certification or other qualification required to perform their duties competently. In addition, such replacement is not considered a Force Majeure EventAMO. (d) If any Vendor Resource assigned to provide Services and has access to Prudential Systems under this Engagement Schedule is terminated or otherwise removed from the Prudential account, Vendor must notify Prudential within one (1) Business Day of said termination/removal in order to for Prudential to terminate that resource's access to Prudential Systems.