Common use of Implementation Procedures Clause in Contracts

Implementation Procedures. The Service referred to herein, as described in Annex 1 “Organizational and Technical Specifications” (hereafter the “OTS”), will be provided by the Contractor with its own organization of personnel and means, and full assumption of business risk, under the conditions, rules, provisions, requirements and anything else provided for in this agreement and in the documents that, attached thereto or otherwise referred to therein, form an integral and substantial part thereof. The Services covered hereunder will be carried out in full compliance with the requirements laid down in the Operational procedure (Annex 2). For the performance of the Service, the Contractor is required to provide, assuming any and all risks related thereto – a suitable business organization that is effectively sized to withstand the scope of the services entrusted, in compliance with the results and requirements, also in terms of quality, set forth in this agreement and its attachments. The Contractor must maintain and adapt at any time its production organization to the actual needs and characteristics of the Service entrusted to it, availing itself of all the means necessary to meet the obligations referred to in this agreement, without any increase in the use of productive means in relation to the estimates, forecasts or declarations made in the winning bid to constitute grounds for exemption from the contractual obligations, i.e. becoming the basis for claims for higher compensation, indemnification or remuneration. The Contractor acknowledges that the Service is an essential element for the Customer image, and undertakes to provide it with organizational, technical and control methods deemed the most suitable for achieving the expected results, intending to implement all those interventions, procedures and activities that, even if not specified in this agreement and its attachments, are nevertheless necessary to ensure the quantitative and qualitative level of the Services. The Contractor retains exclusive responsibility for the organization and management of manpower deployed in the Service. The Contractor shall be the guarantor, in particular, of the conduct of its own personnel and any subcontractors, ensuring – also through appropriate training – that, in no case, shall staff perform work services on the instructions of or direct request by the Customer personnel. Before the start of agreement work, the Contractor will identify its own agreement Manager, pursuant to the instructions provided in Art. 20 below: the Contractor’s staff, as well as any subcontractors will only execute the orders and provisions provided to them by the Manager, and/or other subjects delegated by him/her, and, in any case, identified by the Contractor. Subject to the foregoing, in the event of disputes brought by workers who are assigned any work hereunder, even after agreement expiration, the Contractor undertakes: 1. to willfully take part in court proceedings, to the extent that was not already formally agreed, in order to support the Customer and to promote the favorable resolution of the dispute, including by means of a settlement, and assuming the related economic burdens and waiving any right to seek compensation thereof from the Customer. This requirement is applicable to cases where a worker’s claim proves to be manifestly unfounded and/or the Contractor fails to demonstrate that he has diligently managed his staff so as to avoid the occurrence of the dispute, in accordance with the relevant work standards and the contractual framework; 2. in the event of the amicable and/or otherwise settlement of a dispute – and without prejudice to any case in which the Contractor can demonstrate that he has diligently managed his personnel, so as to avoid the dispute – the Contractor undertakes to pay the Customer, as partial compensation for any damage suffered, in reference to each employee involved in the dispute, with effect from the date included in the scope of this agreement – the amount of € 20.000,00 (twenty thousand Euro), which will be retained as compensation on the claims due by the Contractor, or by forfeiting the security deposit, or settled by bank transfer within 30 (thirty days) of the date of the ruling on the matter. The Customer reserves the right to request the removal from its facilities, upon request of one or more employees of the Contractor: in this case, the Customer will have the right to prevent the entry into its facilities of such employee(s), without the Contractor being able to object and/or justify any of its own defaults. Before the start of the Service and as necessary during the period of agreement performance, the Customer and the Contractor defined – on the basis of the OTS (Annex 1) and the contractual documentation – the Operational procedure (Annex 2) in order to regulate the operating methods related to interactions regarding operational safety. The Contractor - also in compliance with the provisions of the Operational procedure (Annex 2) - undertakes to ensure: a) compliance with the Plans and Provisions for maintenance/repair/servicing provided by the Customer, and to ensure the traceability of maintenance operations implemented; b) verification of compliance of spare parts used for the maintenance operations (either recently purchased or repaired); c) management of technical documentation (e.g., transposition of the technical documentation received, updates, distribution to its staff, etc.); d) employment of personnel with the necessary skills to carry out the activities envisaged; e) possession of a Competency Management System (CMS) to ensure that qualifications maintain their validity over time. In addition, the Contractor must provide the Customer with the following documentation: a) A list of Maintenance Personnel who are authorized to carry out maintenance operations on the safety devices of Wagons covered by the service agreement, to be produced prior to the commencement of Service and every six months thereafter, or whenever there are changes or updates; b) A certificate stating that the qualification conforms to the operations envisaged by the operating context of the service agreement, issued by an Accredited Certification Body, to be produced in the event that the Qualification type is modified.

Implementation Procedures. The Service referred to herein, as described in Annex 1 “Organizational and Technical Specifications” (hereafter the “OTS”), will be provided by the Contractor with its own organization of personnel and means, and full assumption of business risk, under the conditions, rules, provisions, requirements and anything else provided for in this agreement and in the documents that, attached thereto or otherwise referred to therein, form an integral and substantial part thereof. The Services covered hereunder will be carried out in full compliance with the requirements laid down in the Operational procedure (Annex 2). For the performance of the Service, the Contractor is required to provide, assuming any and all risks related thereto – a suitable business organization that is effectively sized to withstand the scope of the services entrusted, in compliance with the results and requirements, also in terms of quality, set forth in this agreement and its attachments. The Contractor must maintain and adapt at any time its production organization to the actual needs and characteristics of the Service entrusted to it, availing itself of all the means necessary to meet the obligations referred to in this agreement, without any increase in the use of productive means in relation to the estimates, forecasts or declarations made in the winning bid to constitute grounds for exemption from the contractual obligations, i.e. becoming the basis for claims for higher compensation, indemnification or remuneration. The Contractor acknowledges that the Service is an essential element for the Customer image, and undertakes to provide it with organizational, technical and control methods deemed the most suitable for achieving the expected results, intending to implement all those interventions, procedures and activities that, even if not specified in this agreement and its attachments, are nevertheless necessary to ensure the quantitative and qualitative level of the Services. The Contractor retains exclusive responsibility for the organization and management of manpower deployed in the Service. The Contractor shall be the guarantor, in particular, of the conduct of its own personnel and any subcontractors, ensuring – also through appropriate training – that, in no case, shall staff perform work services on the instructions of or direct request by the Customer personnel. Before the start of agreement work, the Contractor will identify its own agreement Manager, pursuant to the instructions provided in Art. 20 below: the Contractor’s staff, as well as any subcontractors will only execute the orders and provisions provided to them by the Manager, and/or other subjects delegated by him/her, and, in any case, identified by the Contractor. Subject to the foregoing, in the event of disputes brought by workers who are assigned any work hereunder, even after agreement expiration, the Contractor undertakes: 1. to willfully take part in court proceedings, to the extent that was not already formally agreed, in order to support the Customer and to promote the favorable resolution of the dispute, including by means of a settlement, and assuming the related economic burdens and waiving any right to seek compensation thereof from the Customer. This requirement is applicable to cases where a worker’s claim proves to be manifestly unfounded and/or the Contractor fails to demonstrate that he has diligently managed his staff so as to avoid the occurrence of the dispute, in accordance with the relevant work standards and the contractual framework; 2. in the event of the amicable and/or otherwise settlement of a dispute – and without prejudice to any case in which the Contractor can demonstrate that he has diligently managed his personnel, so as to avoid the dispute – the Contractor undertakes to pay the Customer, as partial compensation for any damage suffered, in reference to each employee involved in the dispute, with effect from the date included in the scope of this agreement – the amount of € 20.000,00 20,000.00 (twenty thousand Euro), which will be retained as compensation on the claims due by the Contractor, or by forfeiting the security deposit, or settled by bank transfer within 30 (thirty days) of the date of the ruling on the matter. The Customer reserves the right to request the removal from its facilities, upon request of one or more employees of the Contractor: in this case, the Customer will have the right to prevent the entry into its facilities of such employee(s), without the Contractor being able to object and/or justify any of its own defaults. Before the start of the Service and as necessary during the period of agreement performance, the Customer and the Contractor defined – on the basis of the OTS (Annex 1) and the contractual documentation – the Operational procedure (Annex 2) in order to regulate the operating methods related to interactions regarding operational safety. The Contractor - also in compliance with the provisions of the Operational procedure (Annex 2) - undertakes to ensure: a) compliance with the Plans and Provisions for maintenance/repair/servicing provided by the Customer, and to ensure the traceability of maintenance operations implemented; b) verification of compliance of spare parts used for the maintenance operations (either recently purchased or repaired); c) management of technical documentation (e.g., transposition of the technical documentation received, updates, distribution to its staff, etc.); d) employment of personnel with the necessary skills to carry out the activities envisaged; e) possession of a Competency Management System (CMS) to ensure that qualifications maintain their validity over time. In addition, the Contractor must provide the Customer with the following documentation: a) A list of Maintenance Personnel who are authorized to carry out maintenance operations on the safety devices of Wagons covered by the service agreement, to be produced prior to the commencement of Service and every six months thereafter, or whenever there are changes or updates; b) A certificate stating that the qualification conforms to the operations envisaged by the operating context of the service agreement, issued by an Accredited Certification Body, to be produced in the event that the Qualification type is modified.