Common use of Contractor’s Personnel Clause in Contracts

Contractor’s Personnel. The Contractor shall make available for the purposes of the Work any individuals named in the Contract as key personnel. The Contractor shall provide the Authority with a list of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the Authority.

Contractor’s Personnel. The Contractor shall make available for provide all personnel and Subcontractor personnel necessary to provide the purposes Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement and in Work Orders. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. The State reserves the right to disapprove the continuing assignment of any individuals Key Personnel provided under this Agreement, if, in the State's opinion, the performance of Key Personnel is unsatisfactory. The State agrees to provide Notice to Contractor in the event it makes such a determination. If the State exercises this right, Contractor shall immediately assign replacement Key Personnel, possessing equivalent or greater experience and skills. If any of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this Agreement and as further specified in any resumes referenced in Work Orders. Contractor shall ensure that the same Key Personnel named in Work Orders are retained during the Contract as key personnel. The Contractor shall provide the Authority with a list performance of the names and addresses Work of all others regarded by the that Work Order. However, Contractor as key personnel andmay, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make State’s Project Manager, introduce substitute Key Personnel with specific skill sets/qualifications, or release Key Personnel whose skill sets/qualifications are no longer needed, if advance approval in writing is received from the State’s Project Manager. If any changes of the Key Personnel identified as specified in an authorized Work Order terminate their employment during the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the performance of a Work Order, Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, will provide replacement personnel a substitute acceptable to the Authority without additional charge State's Project Manager. If any Key Personnel become unavailable or are disapproved and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes cannot to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows furnish a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary replacement acceptable to the AuthorityState, the State may terminate this Agreement or the applicable Work Order for cause, pursuant to Exhibit A - Standard Provisions, article 3.

Contractor’s Personnel. The Contractor shall make available for At any time during the purposes term of the Work any individuals named in Contract, the Contract as key personnelEngineer can make a written request that the Contractor replace one or more of the Personnel. The Contractor Engineer shall provide the Authority with a list of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may not be at any time concerned with the Work required to give an explanation or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice justification to the Contractor designate for this request. Within seven (7) days of receiving the Engineer’s request for replacement the Contractor must replace the Personnel in question with Personnel UNICEF has accepted in writing. The qualifications of any person concerned with replacement Personnel shall be substantially the Work same as, or any part better than those of it as a key personthe Personnel they are replacing. The Contractor shall not replace the Key Personnel or remove the Key Personnel from the provision of Works without the Engineer’s prior written approval consent. If one or more of the Authority make Key Personnel become unavailable, for any changes reason, for work under the Contract, the Contractor shall notify the Engineer at least fourteen (14) days in advance. In notifying the Engineer, the Contractor shall provide an explanation of the circumstances necessitating the proposed replacement(s) and submit justification and qualification of replacement Key Personnel in sufficient detail to permit evaluation of the impact on the engagement. Without prejudice to the Contractor’s obligations under this Contract, UNICEF shall be entitled to withhold all sums due under or in connection with this Contract and/or instruct the Contractor to suspend performance of all or any part of the Works in accordance with clause 11.1 if the Key Personnel and/or the Contractor’s Representative (as defined in clause 4.4) cease to be involved in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period provision of the Contract. Unavoidable changes in the Contractor's personnel Works and suitable replacements have not been proposed by the Contractor and agreed approved by UNICEF. The Personnel, including individual sub-contractors, shall not be considered in any respect as being the employees or agents of UNICEF. All expenses of the withdrawal or replacement of the Contractor’s Personnel shall, in all cases, be borne exclusively by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shallshall comply and shall ensure that its sub-contractors comply with all applicable international standards and labour laws, if rules and only so requested by the Authority, provide replacement personnel acceptable regulations relating to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of national and international staff Each party undertakes in connection with Works, including, but not to attempt to solicit limited to, laws, rules and regulations associated with the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination payment of the Contract without employer’s portions of income tax, insurance, social security, health insurance, worker’s compensation, retirement funds, severance or other similar payments and law. The Contractor shall be fully responsible and liable for, and shall indemnify and hold UNICEF harmless for and against all payments or any other benefits due to the prior written permission Personnel for their works and/or services in relation to the performance of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the AuthorityContract.

Contractor’s Personnel. The Contractor shall make available for comply in all respects with all applicable labor and immigration Laws that may impact Contractor’s Work under this Agreement, including the purposes Immigration Reform and Control Act of 1986 and Form I-9 requirements. Without limiting the generality of the Work any individuals named in the Contract as key personnel. The foregoing, Contractor shall provide perform all required employment eligibility and verification checks and maintain all required employment records. Contractor acknowledges and agrees that it is responsible for conducting adequate screening of its employees and agents prior to starting the Authority Work. By providing an employee or Subcontractor under this Agreement, Contractor warrants and represents that it has completed the Screening Measures with a list of the names respect to such employee or Subcontractor and addresses of all others regarded that such Screening Measures did not reveal any information that could adversely affect such employee’s or Subcontractor’s suitability for employment or engagement by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice competence or ability to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in perform duties under this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written noticeAgreement. If in doubt whether a suitability, competence or ability concern exists, Contractor shall discuss with Owner the opinion relevant facts and Owner will determine, in its sole discretion, whether such Person should be allowed to perform the Work. Owner, in its sole discretion, shall have the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, Contractor shall ensure that the substance and manner of any and all Screening Measures performed by Contractor pursuant to this Section conform fully to applicable Law. Contractor shall supervise, coordinate and direct the Work using Contractor’s best skill, judgment and attention. Owner shall have the right to bar from the Site any Person employed or engaged by Contractor or Subcontractor who engages in misconduct or is incompetent or negligent while on the Site or while performing the Services, or whom Owner has previously terminated for cause or otherwise dismissed or barred from the Site. Upon request of Owner, Contractor shall immediately remove those Persons to whom Owner objects from the Site and shall not allow the further performance of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his dutiesServices by those Persons. In addition, or it is not in the public interest to engageevent that Contractor learns of any such misconduct, the Authority incompetence or negligence independent of Owner’s objection, Contractor shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover Persons from the Contractor the additional cost thereby incurredSite, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to allow any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply further performance of the Services transfer to an intermediary by such Persons and shall promptly notify Owner of such misconduct, incompetence or negligence and the actions taken by Contractor as a result thereof. In either such event, any cost for supply by the intermediary to the Authorityreplacement of such Persons shall be at Contractor’s expense.

Contractor’s Personnel. The Contractor shall make available for provide all personnel and Subcontractor personnel necessary to provide the purposes Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. If any individuals named of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this. Background Checks If the Contractor assigns persons (whether employees, independent contractors, subcontractors or agents) to perform work under this Agreement that requires that the person have access to the systems (whether on-site or by remote access) or premises of the AOC or other Judicial Branch entities, the AOC shall have the right, but not the obligation, to conduct a background check or to require the Contractor to conduct a background check, as permitted by law, on all such persons before the AOC will grant to such persons access to the AOC’s or other judicial branch entities’ premises or systems. The Contractor will cooperate with the AOC in performing such background check, and will promptly notify the Contract as key personnelAOC of any such person refusing to undergo such background check, and will reassign such person to perform other services. The Contractor shall provide obtain all releases, waivers, or permissions required for the Authority with a list release of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice information to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the AuthorityAOC.

Contractor’s Personnel. The Contractor shall make available for provide all personnel and Subcontractor personnel necessary to provide the purposes Work authorized under this Agreement. Contractor and/or its Subcontractors shall provide certain Key Personnel, including Contractor’s Project Manager(s), to perform certain Work set forth in this Agreement. Contractor’s Project Manager shall: Serve as the primary contact with the State’s Project Manager and personnel; Manage the day to day activities of Contractor and its Subcontractor’s personnel; Identify the appropriate resources needed; Plan and schedule the Work; Meet budget and schedule commitments; Provide Progress Reports in accordance with this Agreement; and Act to ensure the overall quality of the Work performed. If any individuals named of Key Personnel assigned to a Project, through no cause or fault of Contractor, become unavailable to perform Work, Contractor shall immediately provide replacement Key Personnel, possessing equivalent or greater experience and skills as required by this. Background Checks If the Contractor assigns persons (whether employees, independent contractors, subcontractors or agents) to perform work under this Agreement that requires that the person have access to the systems (whether on-site or by remote access) or premises of the AOC or other Judicial Branch entities, the AOC shall have the right, but not the obligation, to conduct a background check or to require the Contractor to conduct a background check, as permitted by law, on all such persons before the AOC will grant to such persons access to the AOC’s or other judicial branch entities’ premises or systems. The Contractor will cooperate with the AOC in performing such background check, and will promptly notify the Contract as key personnelAOC of any such person refusing to undergo such background check, and will reassign such person to perform other services. The Contractor shall provide obtain all releases, waivers, or permissions required for the Authority with a list release of such information to the AOC. Costs incident to background checks are the sole responsibility of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the Authority.

Contractor’s Personnel. The Contractor shall make available for comply with applicable labor and immigration Laws that may impact Contractor’s Work under this Agreement, including the purposes Immigration Reform and Control Act of 1986 and Form I-9 requirements, by performing the required employment eligibility and verification checks and maintaining the required employment records as included therein. By providing an employee of Contractor or a Subcontractor to engage in any portion of the Work any individuals named under this Agreement, Contractor warrants and represents that it has completed the screening measures described in the Contract as key personnel. The Contractor shall provide the Authority this Section 35.1 with a list of the names and addresses of all others regarded by the Contractor as key personnel andrespect to such employee, if applicable, and when instructed that such screening measures did not reveal any information that could adversely affect such employee’s suitability for employment or engagement by the Authority, all other persons who may be at any time concerned with the Work Contractor or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice Subcontractor or competence or ability to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in perform duties under this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written noticeAgreement. If in doubt as to whether a suitability, competence or ability concern exists, Contractor shall discuss with Owners the opinion relevant facts of such situation and Owners will determine, in their sole discretion, whether such Person should be allowed to perform any of the Authority Work. Owners, in their sole discretion, shall have the option of barring from the Site any Person whom Owners determine does not meet the qualification requirements set forth above. In all circumstances, Contractor shall ensure that the substance and manner of any and all screening measures performed by Contractor pursuant to this Section conform to applicable Law. Owners shall have the right to bar from the Site any Person employed or engaged by Contractor's named personnel shall , its Personnel or an Invitee who engages in misconduct himself or be incapable of efficiently is incompetent or negligent in the Owners’ sole judgment while on the Site or while performing his dutiesWork, or it is whom Owners have previously terminated for cause or otherwise dismissed or barred from the Site. Upon request of Owners, Contractor shall immediately remove those Persons to whom Owners object from the Site and shall not allow the further performance of Work by those Persons. In addition, in the public interest to engageevent that Contractor learns of any such misconduct, the Authority incompetence or negligence independent of Owners’ objection, Contractor shall remove such persons Persons from its premises without noticethe Site, shall not allow any further performance of Work by such Persons and shall promptly notify Owners of such misconduct, incompetence or negligence and the actions taken by Contractor as a result thereof. The Any cost for replacement of such Persons removed by Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable pursuant to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees preceding sentence shall be payable where the at Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the Authority’s expense.

Contractor’s Personnel. The All employees or other personnel made available by the Contractor to provide services or carry out any other obligations hereunder shall make available be deemed, for the purposes of this SLA, to be employees of the Work any individuals named in the Contract as key personnelContractor. The Contractor shall provide be responsible for the Authority with a list professional, functional and technical competence of its employees, and will select reliable and competent individuals who will perform effectively in the implementation of the names SLA. The qualifications of any employee whom the Contractor may assign to provide services or carry out any other obligations under this SLA, in particular the team leads and addresses the Contractor’s Project Manager, shall be substantially the same, or better, than the qualifications of all others regarded those employees specified in the Proposal. Employees assigned by the Contractor to provide services or carry out any other obligation hereunder shall not be unreasonably withdrawn or replaced, especially in the case of its Project Manager and team leads. If the Contractor intends to make such withdrawal or replacement, the Contractor will provide UNAIDS with as key personnel andmuch advance written notice as possible of such intent to withdraw or replace an employee assigned to minimize the impact on the services and in a manner that will not adversely affect or interrupt the performance of any services or other obligations under the Statement of Work. In the case of resignation of an employee of the Contractor, if the Contractor shall notify UNAIDS as soon as the resignation notice is received from such employee. In the case of an employee no longer being able to provide services or carry out any other obligation hereunder for a cause not within the Contractor’s control, the Contractor shall notify UNAIDS as soon as possible following the occurrence of any such event and when instructed shall take immediate steps to replace such employee. UNAIDS may, at any time, request in writing the withdrawal and replacement of any of the Contractor’s employees performing any services or carrying out any obligations for reasons of unacceptable conduct or for reasons of unacceptable performance. UNAIDS will provide reasons for such requests. Any request by UNAIDS for withdrawal and replacement of any employee assigned by the AuthorityContractor to provide services or carry out any other obligation shall not be considered as termination, all other persons who may be at any time concerned with in whole or in part, of this SLA but the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not be responsible for the impact such request may have on the affected project. The Contractor’s employees shall not introduce or install any software, tools or utilities whatsoever, including but not limited to, codes, commands or instructions that may be used to access, alter, delete, damage or disable any of UNAIDS computer equipment without the prior written approval of the Authority make UNAIDS Project Manager. Neither shall they under any changes in circumstances connect their own computers to the key personnel referred to in this paragraphUNAIDS computer network. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for Nor shall they introduce any magnetic or optical information technology storage media into UNAIDS computer equipment, or download any program or file whatsoever from the full period Internet into UNAIDS computer equipment, unless such actions are routine or authorized information technology management and maintenance procedures, using files or media from a known and approved source such as the official providers of the Contract. Unavoidable changes in the Contractor's personnel proposed application, database or utility software, or such actions have been expressly approved by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the AuthorityUNAIDS Project Manager.

Contractor’s Personnel. The Contractor shall make available for comply in all respects with all applicable labor and immigration Laws that may impact Contractor’s Work under this Agreement, including the purposes Immigration Reform and Control Act of 1986 and Form I-9 requirements. Without limiting the generality of the Work any individuals named in the Contract as key personnel. The foregoing, Contractor shall provide perform all required employment eligibility and verification checks and maintain all required employment records. Contractor acknowledges and agrees that it is responsible for conducting adequate screening of its employees and agents prior to starting the Authority Work. By providing an employee or Subcontractor under this Agreement, Contractor warrants and represents that it has completed the screening measures with a list of the names respect to such employee or Subcontractor and addresses of all others regarded that such screening measures did not reveal any information that could adversely affect such employee’s or Subcontractor’s suitability for employment or engagement by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice competence or ability to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in perform duties under this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written noticeAgreement. If in doubt whether a suitability, competence or ability concern exists, Contractor shall discuss with Owner the opinion relevant facts and Owner will determine, in its sole discretion, whether such Person should be allowed to perform the Work. Owner, in its sole discretion, shall have the option of barring from the Site any person whom Owner determines does not meet the qualification requirements set forth above. In all circumstances, Contractor shall ensure that the substance and manner of any and all screening measures performed by Contractor pursuant to this Section conform fully to applicable Law. Contractor shall supervise, coordinate and direct the Work using Contractor’s best skill, judgment and attention. Owner shall have the right to bar from the Site any Person employed or engaged by Contractor or Subcontractor who engages in misconduct or is incompetent or negligent while on the Site or while performing the Services, or whom Owner has previously terminated for cause or otherwise dismissed or barred from the Site. Upon request of Owner, Contractor shall immediately remove those Persons to whom Owner objects from the Site and shall not allow the further performance of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his dutiesServices by those Persons. In addition, or it is not in the public interest to engageevent that Contractor learns of any such misconduct, the Authority incompetence or negligence independent of Owner’s objection, Contractor shall remove such persons Persons from its premises without notice. The the Site, shall not allow any further performance of the Services by such Persons and shall promptly notify Owner of such misconduct, incompetence or negligence and the actions taken by Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunityas a result thereof. In default either such event, any cost for replacement of which the Authority may employ such persons as may Persons shall be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination considered part of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government Price and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary allocated to the Authoritypricing component for which the Work is being performed.

Contractor’s Personnel. The successful Contractor will provide a pool of skilled/professional personnel required to perform the contract which should allow for replacements in the event of absenteeism or disciplinary removal. Leave shall not be an acceptable reason for a break in operations, thus it is the responsibility of the Contractor to identify required replacements/relievers well in advance. The Contractor shall make available will have sole responsibility for all logistical, administrative and maintenance support necessary to its personnel for the purposes duration of the Work any individuals named contract with no responsibility and liability on the part of the UNDP. This shall include the following: All charges related to its personnel including all incidental to the performance of its statutory obligations under this contract including taxes, work permits, workmen’s compensation, security, medical, leave and wages. Wages included in the Contract as key personnelcontractor’s bid may be reviewed based on proof of minimal wage scales from the Government. The Contractor shall provide maintain records of payment and, upon UNDPs request shall present proof of compliance and payments; The Contractor will comply with all applicable laws, rules and regulation in force in Puntland State of Somalia which deal with or relate to the Authority Contractor’s performance and its personnel, particularly with regard to discipline and security. The UNDP reserves the right to request for the removal or replacement of any of the Contractor’s personnel if these standards are not observed; On Award, the Contractor will submit to UNDP a full list of the names details and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval documents of the Authority make any changes in the key personnel referred entire designated staff and vehicles to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party used during the term of contract. Such lists shall be updated as required and failure to observe this Contract provision will result in denial of access to the UNCC. The Contractor’s proposed staff will be subject to vetting by the UN Department of Safety and within three calendar months after performance Security (UNDSS) prior to deployment and during the contractual period; All Contractor’s personnel engaged on the contract must be over 18 years of age, of good health and must submit a certificate of good health issued by a medical doctor. They must also submit a certificate of good conduct issued by the relevant authority in Puntland. The UN is a gender balanced organization and therefore, in principle encourages deployment of staff (male/female) at a balanced ratio based on the requirements defined in the TOR. UNDP expects the principles of equality in terms of pay and rights to prevail. Supervision of Contractors’ personnel in the conduct of their duties to ensure efficient and effective service delivery, including staff discipline and preparation of duty rosters. Staff shall report on duty on time and will not be under due influence of khat, drugs, alcohol or determination any other substances. They must be client oriented and display professionalism, cultural, gender, religious and race sensitivity whilst discharging duties. The UNDP reserves the right to request the removal or replacement of any of the Contract without Contractor’s personnel if these standards are not observed; Provide uniforms for its staff and ensure that staff arrive at work well-groomed complete with photo ID. Uniforms shall be in respectable condition, fitted properly, cleaned and pressed to present a professional appearance. Clean uniforms must be worn daily and the prior written permission highest standards of personal cleanliness, hygiene and neatness observed at all times. Appropriate protective gear will be worn where necessary. The number of uniforms issued per person per year and cost of these items should be reflected in the financial Bid; Set up and maintain an office for the Contractor’s staff within the UN compound. UNDP shall provide space for this purpose but the Contractor shall be responsible for the furnishing and equipping of the other partyfacility Provide life, disability, medical and MEDEVAC/CASEVAC insurance. For The UN will assist with medical emergencies wherever possible, but it is understood and agreed that the avoidance UN is not obliged to do so; The welfare and evacuation of doubt this restriction shall not apply Contractor’s international staff (if any) from Somalia in the event of a security breakdown; Organization of in-country transport for its operations and travel, cost of documentation, work permits for its staff and the payment of any associated costs in relation to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where leave. Adequate communications between the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the Authority’s staff and UNDP. This network shall include mobile phone communications.

Contractor’s Personnel. All personnel assigned by Contractor to perform under this Agreement shall be subject to continuous approval by the District. All persons employed to operate the Contractor's buses must receive prior approval from the District, and prior to employment, the individuals must meet all qualifications established by state and District authorities. The Contractor agrees to immediately remove any operator who, in the opinion of the District, does not meet applicable standards. The Contractor may, without prior approval of the District, remove any operator whom it deems to be performing unsatisfactorily. It is further agreed that the drivers, and their assignment to specific routes, shall be subject to District approval. The Contractor agrees to train each driver in safe operation of school buses at the Contractor's expense. The Contractor shall make available for insure that newly licensed drivers receive the purposes minimum training, supplemented by route familiarization prior to being assigned to District service. Should a driver's performance become unacceptable to the District, the Contractor shall be notified by telephone, with written confirmation to follow, that the driver must be withdrawn from service. When the District elects to have a driver withdrawn from service, the Contractor will be permitted a reasonable time to provide a replacement. In the event safety is a factor, as determined by the District, the driver will be removed immediately and a substitute utilized until such time as the Contractor can provide an acceptable replacement. Drivers assigned to buses transporting handicapped pupils shall be given special training, by the Contractor, which includes techniques of handling such pupils. This instruction shall be provided prior to such assignments and shall be given with the Work any individuals named in the Contract as key assistance of District personnel. The Contractor shall provide the Authority with a list designate one person as Operations Manager who will be available during all regular working hours of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably requireschool days. The Authority may at any time by notice Contractor's designee shall have the full authority to the Contractor designate any person concerned with the Work or any part of it as a key personact on Contractor's behalf. The Contractor shall provide, in addition to regular bus drivers and qualified substitutes in sufficient numbers to maintain all route operation, a Terminal Manager, an Administrative Assistant, a Safety & Training Supervisor, a Dispatcher, working Fleet Maintenance Supervisor, a Maintenance Technician. The District's right of removal under this section shall only mean that the District may require Contractor to remove an employee from service under this Agreement; such removal shall not without prior dictate Contractor's employment decisions and Contractor shall have complete discretion regarding the termination or transfer of removed employees. Prior to any employee of Contractor performing any service or work pursuant to this Agreement Contractor shall submit to the District and obtain the District’s written approval of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover employee’s criminal background check report from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment Colorado Bureau of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the AuthorityInvestigation.

Contractor’s Personnel. The Contractor shall make available for the purposes of the Work any those specific individuals named as Key Personnel in the Contract as key personnelContractor’s proposal, dated 13 July 2012. The Contractor shall provide the Authority with a list of the names and addresses of all others regarded by the Contractor as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably require. The Authority may at any time by notice to the Contractor designate any person concerned with the Work or any part of it as a key person. The Contractor shall not without prior written approval of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary to the Authority.

Contractor’s Personnel. DealerTrack has entered into this Agreement in material part because Contractor is a professional and able to service DealerTrack without significant direction or supervision by DealerTrack. The manner and means of performing the Services are under the sole control of Contractor. Nothing in any Task Order shall permit DealerTrack to exercise control over the manner or means by which Contractor performs its duties except to the extent necessary to coordinate Contractor's performance in time, space or function with that of other persons engaged by DealerTrack to achieve a common goal. DealerTrack is interested only in the results, which are subject to DealerTrack's final approval, obtained under this Agreement. Contractor shall make available be solely and entirely responsible for Contractor's acts (and those of Contractor's Personnel) while this Agreement is in effect even if Contractor's Personnel are not acting within the purposes scope of the Work any individuals named in the Contract as key personnelemployment. The Contractor shall provide promptly notify DealerTrack upon its learning of any wrongdoing by Contractor's Personnel. Contractor acknowledges that it is solely an independent contractor and that neither it nor any of Contractor's Personnel are agents of, joint ventures with or employees of DealerTrack. Neither DealerTrack nor Contractor shall have the Authority with a list of authority to bind, or make any representations on behalf of, the names other, and addresses of all others regarded by the Contractor neither party shall hold itself out as key personnel and, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work such or any part of it, specifying in each case the capacities in which they are so concerned and giving knowingly permit another to rely on such other particulars and evidence of identity and other supporting evidence as the Authority may reasonably requirebelief. The Authority may at any time by notice Subject to the Contractor designate any person concerned with the Work or any part requirements of it as a key person. The Contractor shall not without prior written approval section 9 of the Authority make any changes in the key personnel referred to in this paragraph. The Contractor undertakes to take all reasonable steps to ensure that his named personnel remain for the full period of the Contract. Unavoidable changes in the Agreement, Contractor's personnel proposed Personnel shall conform to the level of technical expertise required by the Contractor and agreed by the Authority shall be subject to one month's written noticeDealerTrack. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so upon DealerTrack's request, furnish requested by the Authorityinformation regarding Contractor's Personnel who are to perform Services under any Task Order, provide replacement personnel acceptable which information is (i) reasonably related to the Authority without additional charge and at the earliest opportunity. In default ability of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurredContractor's Personnel to perform Services or (ii) Assignment Statements, or terminate of its obligations regarding the contract at his discretionselection, placement and supervision of Contractor's Personnel. Soliciting for employment Nothing herein is intended to preclude Contractor's or Contractor's Personnel's simultaneous or subsequent engagement by third parties, provided only that such services do not interfere with Contractor's or Contractor's Personnel's obligations under this Agreement and are consistent with Contractor's and Contractor's Personnel's duties of staff Each party undertakes not to attempt to solicit confidentiality and the Service or direct employment proprietary rights provisions herein. Contractor shall advise Contractor's Personnel of staff presently employed by the other party during the term of their obligations set forth in this Contract section 8. and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the responsible for Contractor's Personnel's knowledge, or those engaged directly or indirectly by the Contractor for the supply of the Services transfer to an intermediary for supply by the intermediary understanding, agreement and compliance with Contractor's obligations, to the Authorityextent applicable. Contractor shall maintain procedures to prevent, report and eliminate activity which would constitute or condone sexual harassment or discrimination.

Contractor’s Personnel. The Contractor and Subcontractor(s) shall make available for meet the purposes applicable Saudization targets provided by the Ministry of Labour and Social Development during the period of the Contract. The Contractor’s Personnel shall be appropriately qualified, skilled and experienced in their respective trades or occupations. To the extent applicable and/or as directed by Company, all requisite and applicable trade and technical personnel of the Contractor (“Technical Personnel”) who are carrying any portion of the Scope of Work under this Contract shall be certified and qualified in accordance with the SAUDI ARAMCO’s “Contractor Workforce Qualification Assurance Program” (“CWQAP”). The Technical Personnel shall include but are not limited to the Contractor’s electrical technician, instrument technician, mechanical technician, HVAC technician, fabricator, pipe fitter and others as determined by the CWQAP. The Company may require the Contractor to remove (or cause to be removed) any individuals named person employed on the Works Site or the Works, including the Contractor's Representative, if applicable, who in the Contract as key personnelCompany's opinion: engages in any misconduct or lack of care; carries out duties incompetently or negligently; fails to conform with any provisions of the Contract; or Engages in any conduct which is prejudicial to safety, health, or the protection of the environment. The Company may also require the Contractor to remove (or cause to be removed) any person employed on the Works Site or the Works, including the Contractor's Representative, who is required or requested to be removed by the government of the Kingdom of Saudi Arabia or any local authority or other regulatory body. The Contractor shall provide be under an obligation to act on the Authority Company's Notice requiring removal of any person forthwith if required by the Company or as soon as reasonably practical. The decision by the Company to exercise such power to give such Notice, in its absolute discretion, shall be final and binding and not subject to challenge in arbitration or court proceedings. The Company shall have no obligation to reimburse the Contractor the costs of or associated with a list replacing any member of the names Contractor’s Personnel who is the subject of such Notice requiring the removal of such person. The Contractor Personnel and addresses workforce shall at all times be under the supervision of a competent representative of the Contractor. Neither the Contractor nor the Contractor’s Personnel shall be deemed to be either expressly or by implication employees of the Company. The Contractor shall pay all others regarded wages, fees, contributions, levies and any other contributions, charges and taxes required by Law to be paid by an employer in respect of such persons and shall make all appropriate deductions from their wages in respect of any employees' contributions. The Contractor shall ensure that all workers employed by it or its Sub-contractors shall be employed in accordance with the requirements of the Labor Law and any other applicable rules and regulations of the Kingdom of Saudi Arabia. The Contractor shall be responsible for obtaining all visas, Xxxxx and work permits necessary for his personnel engaged in the performance of this Contract. All visas for entry into or exit from the Kingdom of Saudi Arabia will be issued in accordance with the rules and regulations of the Kingdom of Saudi Arabia. The Contractor shall be in strict compliance with the rules and regulations of the visa issuing authorities of the Kingdom of Saudi Arabia at all times. The Contractor shall, as soon as practicable after award of the Contract, and whenever requested by the Contractor as key personnel andCompany Representative or wherever mentioned in the Contract, if submit for the Company Representative's approval holiday and when instructed by the Authority, all other persons who may leave schedule that permits continuity of operations during scheduled absences of personnel. Such schedule shall be at any time concerned modified in accordance with the Work or any part of itCompany Representatives requirements (if any), specifying in each case the capacities in which they are so concerned and giving such other particulars and evidence of identity and other supporting evidence shall be subject to revision from time to time as the Authority Company Representative may reasonably require. The Authority may at submission to, and approval by, the Company Representative of such schedule shall not relieve the Contractor of any time of its duties or liabilities hereunder. The Contractor shall in respect of all persons employed by notice him in the execution of the Contract pay rates of wages and observe hours and conditions of labour which are not less favourable than the general level of wages, hours and conditions observed by other employers whose general circumstances in the trade or industry in which the Contractor is engaged are similar. Key Personnel. Subject to the provisions contained in above, the Contractor designate any person concerned with must exclusively assign the key personnel listed in the Contract to the Work or any part of it as a key personin the position assigned to them. The Contractor shall not remove any member of Key Personnel from its role without prior the written approval of the Authority make Company’s Representative. In the event that it becomes necessary to appoint any changes replacement member of Key Personnel, the Contractor must notify the Company’s Representative in writing of the key proposed replacement individual's name and the individual's name and the individual's qualifications and experience. The Company’s Representative then has a ten (10) Business Day pre-approval period to review the proposed replacement individual's qualifications and experience, commencing on receipt of the above notification and to take instructions from the Company. During that pre-approval period, the Company’s Representative may reject the proposed replacement individual if the Company’s Representative or the Company (acting reasonably) form the view that the individual is not adequately qualified or experienced to fill the relevant position. Any such rejection must be notified in writing to the Contractor, setting out the reasons for the rejection. Subject to this clause, the proposed replacement individual is deemed to be accepted by the Company and the Company’s Representative unless such a rejection notice is given to the Contractor during the pre-approval period. Where the Contract Price, or a relevant part of it, has been calculated on a time or unit rate basis, the Company shall be under no obligation to pay the Contractor in respect of any personnel referred for any period during which such personnel are unable to in this paragraphcarry out the Works due to illness or other incapacity. In the event that the Contract Price, or part of it, is to be calculated on a time or unit rate basis, signed, complete and accurate timesheets for the time worked by the Contractor’s Personnel must be submitted weekly by the Contractor to the Company’s Representative for approval. All such timesheets must be submitted by the Contractor to substantiate any invoice to the Company. The Contractor undertakes to take shall keep proper wages books and time sheets showing wages paid and the time worked by all reasonable steps to ensure that his named workmen and personnel remain for the full period of the Contract. Unavoidable changes in the Contractor's personnel proposed by the Contractor and agreed by the Authority shall be subject to one month's written notice. If in the opinion of the Authority the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed necessary for the purpose of carrying out the work and recover from the Contractor the additional cost thereby incurred, or terminate the contract at his discretion. Soliciting for employment of staff Each party undertakes not to attempt to solicit the Service or direct employment of staff presently employed by the other party during the term of this Contract and within three calendar months after performance or determination of the Contract without the prior written permission of the other party. For the avoidance of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged directly or indirectly by the Contractor for the supply performance of this Contract and shall produce such wages books and time sheets on demand for inspection by the Company's Representative. The Contractor shall be required to engage workmen and personnel of various skills, sufficient competence and good character, and in adequate numbers for the satisfactory execution of the Services transfer to an intermediary for supply Contract. If any workmen or personnel so employed engage in misconduct, are dishonest or incompetent and/or are the subject of a complaint by the intermediary Company's Representative, the Contractor shall upon receipt of written Notice from the Company remove such workmen or personnel immediately and appoint others in their place and bear all costs incurred thereby. The Contractor shall ensure where relevant that the Contractor’s Personnel: hold and maintain all necessary certificates of vaccination and inoculation to enable them to enter and reside in the AuthorityKingdom of Saudi Arabia. hold in their possession a current medical certificate of fitness certifying they are medically fit to live and work in the Kingdom of Saudi Arabia; and, hold and maintain valid travel documents, visa, work and entry permits and all other documents necessary to entitle them lawfully to be and work in the Kingdom of Saudi Arabia. The Contractor shall ensure that all Contractor’s personnel and Sub-contractor’s staff have a good command of the English language. The Contractor’s and Sub-Contractor’s staff must not be younger than 18 years old. The Contractor shall not over the duration of the Contract offer employment to any personnel who are at such time employees of the Company. The Contractor shall at all times take all reasonable precautions to prevent any unlawful, riotous or disorderly conduct by or amongst the Contractor’s personnel, and to preserve peace and protection of persons and property on and near the Works Site.

Contractor’s Personnel. The Contractor Supplier shall make Key Personnel available for the purposes of the Work Services and shall not make any individuals named changes in the Contract as key personnelKey Personnel without the prior written approval of the PCC. The Contractor If and when requested by the PCC, the Supplier shall provide the Authority PCC with a list of the names and addresses of all others regarded by any person being used to provide the Contractor as key personnel andServices specifying, if and when instructed by the Authority, all other persons who may be at any time concerned with the Work or any part of it, specifying in each case case, the capacities in which they are so concerned involved and giving such other particulars and evidence of identity and other supporting evidence as the Authority PCC may reasonably require. The Authority may at Supplier shall comply with any time notice reasonably given by the PCC stating that a person named in the notice is not to be involved any further in the Contractor designate any person concerned with provision of the Work or any part of it as a key personServices. The Contractor Supplier shall replace any such person with someone of equivalent skills and qualifications. The Supplier shall not without prior written approval unlawfully discriminate within the meaning and scope of the Authority make provisions of any changes act of Parliament relating to discrimination in the key personnel referred to in this paragraphemployment. The Contractor undertakes to Supplier shall take all reasonable steps to ensure that his named personnel remain secure the observance of these provisions by all servants, sub-contractors or agents of the Supplier. PCC'S OBLIGATIONS The PCC shall: provide the Supplier with reasonable access at reasonable times to the PCC’s premises for the full period purpose of delivery of the Contract. Unavoidable changes in Goods and/or providing the Contractor's personnel proposed by Services; and provide such information as the Contractor and agreed by Supplier may reasonably request for the Authority shall be subject to one month's written notice. If in the opinion provision of the Authority Goods and/or Services and the Contractor's named personnel shall misconduct himself or be incapable of efficiently performing his duties, or it is not in the public interest to engage, the Authority shall remove such persons from its premises without notice. The Contractor shall, if and only so requested by the Authority, provide replacement personnel acceptable to the Authority without additional charge and at the earliest opportunity. In default of which the Authority may employ such persons as may be deemed PCC considers reasonably necessary for the purpose of carrying providing the Goods and/or Services. CHARGES AND PAYMENT The price for the Goods: shall be the price set out in the work and recover from the Contractor the additional cost thereby incurredPurchase Order, or terminate if no price is quoted, the contract price set out in the Supplier's published price list in force at his discretion. Soliciting for employment the Effective Date; and shall be inclusive of staff Each party undertakes not to attempt to solicit the Service or direct employment costs of staff presently employed packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the other party during PCC. No extra charges shall be effective unless agreed in writing and signed by the term of this Contract PCC. The charges for the Services shall be set out in the Purchase Order, and within three calendar months after performance or determination shall be the full and exclusive remuneration of the Contract without the prior written permission Supplier in respect of the other partyperformance of the Services. For Unless otherwise agreed in writing by the avoidance PCC, the charges shall include every cost and expense of doubt this restriction shall not apply to staff appointed to any position in the Government and non-departmental public bodies which has been publicly advertised and follows a recruitment exercise of fair and open competition; no fees shall be payable where the Contractor, or those engaged Supplier directly or indirectly incurred in connection with the performance of the Services. In respect of Goods, the Supplier shall invoice the PCC on or at any time after completion of delivery. In respect of Services, the Supplier shall invoice the PCC on completion of the Services. Each invoice shall include such supporting information required by the Contractor PCC to verify the accuracy of the invoice, including but not limited to the relevant Order Number. Invoices shall be addressed to the PCC at the address set out on the Purchase Order. In consideration of the supply of Goods and/or Services by the Supplier, the PCC shall pay the invoiced amounts within 30 days of the date of receipt of a correctly rendered invoice to a bank account nominated in writing by the Supplier. All amounts payable by the PCC under the Contract are exclusive of amounts in respect of valued added tax chargeable from time to time (“VAT”). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the PCC, the PCC shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services at the same time as payment is due for the supply of the Services transfer Goods and/or Services. If the PCC fails to an intermediary pay any amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the base rate for supply the time being of the Bank of England accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the PCC disputes in good faith. The Supplier shall maintain complete and accurate records of the time spent and materials used by the intermediary Supplier in providing the Services, and the Supplier shall allow the PCC to inspect such records at all reasonable times on request. The Supplier shall not be entitled to assert any credit, set-off or counterclaim against the PCC in order to justify withholding payment of any such amount in whole or in part. The PCC may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier against any amount payable by the PCC to the AuthoritySupplier. INTELLECTUAL PROPERTY The intellectual property rights (including the copyright) in any reports, documentation or materials produced as part of the Goods and/or Services (including for the avoidance of doubt the Deliverables) are hereby assigned to and shall vest in the PCC. Save where the Goods and/or Services use documentation and materials supplied by the PCC, the Supplier warrants that none of the documentation and materials used or created as part of the Goods and/or Services shall infringe any patent, trade mark, registered design, copyright or other rights in industrial property of any third party. The Supplier shall obtain waivers of all moral rights in the products (including for the avoidance of doubt the Deliverables) of the Services to which any individual is now or may be at any future time entitled under Chapter IV of Part I of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. The Supplier shall, promptly at the PCC’s request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the PCC may from time to time require for the purpose of securing for the PCC the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the PCC in accordance with this clause 9. The Supplier shall indemnify the PCC against all actions, demands, charges, expenses and costs (including legal costs on a solicitor and client basis) which the PCC may incur as a result of or in connection with any breach of this clause 9. This clause shall survive the termination of the Contract.