Common use of Developer Personnel Clause in Contracts

Developer Personnel. Developer is solely responsible for all Developer Personnel and for the payment of their compensation, including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance, and disability benefits. Prior to any Developer Personnel performing any Services hereunder, Developer shall: (a) ensure that Developer Personnel have the legal right to work in the United States, China and Hongkong; (b) require such Developer Personnel to execute written agreements, in form and substance [reasonably] acceptable to Customer that bind such Developer Personnel to confidentiality provisions that are at least as protective of Customer’s information (including all Confidential Information) as those contained in this Agreement and Intellectual Property Rights provisions that grant Customer rights in the Work Product consistent with the provisions of Section 9.1, and, upon Customer’s request, provide Customer with [a copy of] each such executed agreement; (c) at its sole cost and expense, conduct background checks on such Developer Personnel, which background checks shall comprise, at a minimum, a review of credit history, references, and criminal record, in accordance with applicable Law. Provider shall ensure that no Person who has been convicted of a felony or any misdemeanor involving, in any way, theft, fraud, bribery, or the violation of any securities law provides any Services or has access to any Confidential Information of Customer; and (d) upon the [reasonable] written request of Customer, promptly replace any Developer Personnel. Developer shall, and shall ensure that all Developer Personnel, comply with all rules, regulations, and policies of Customer that are communicated to Developer in writing, including security procedures concerning systems and data and remote access thereto, building security procedures[, including the restriction of access by Customer to certain areas of its premises or systems], and general health and safety practices and procedures.