Common use of Key Personnel Clause in Contracts

Key Personnel. Where Key Personnel have been specified in the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where This Clause 26 shall apply where the Customer has specified Key Personnel have been specified in the Call Off Order Form this Clause 5 and the following provisions shall apply: Form. The Call Off Order Form lists the key roles (“Key Personnel Roles”) and names of the persons who the Supplier Service Provider shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the Supplier . The Service Provider shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the SupplierService Provider, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier . The Service Provider shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 9 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier Service Provider or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier Service Provider obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier . The Service Provider shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier Service Provider shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; . shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct require the Supplier Service Provider to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where Key Personnel The Parties have been specified in agreed to the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists appointment of the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) as at the Commencement Date; . The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence role of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) 10 Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming Days and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level shall be as or more qualified and experienced as the previous incumbent of qualifications and experience appropriate to the relevant Key Role; such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced; . The Supplier shall and shall procure ensure that any Sub-Contractor shall not remove or replace any each of the Key Personnel during shall work for such a period of time in the Term performance of the Services that is commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without Approval; and disregarding its statutory obligations, the Supplier shall not charge, and take all reasonable steps to ensure that it retains the Customer shall have no liability to pay, for any additional costs incurred by services of all the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Commissioner's employees or former employees and/or any of the Staff where such Key Personnelclaim arises from any act or omission of the Supplier or any Staff. Health and Safety The Supplier shall promptly notify the Commissioner of any health and safety hazards which may arise in connection with the performance of its obligations under this Agreement. The Commissioner shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Premises and which may affect the Supplier in the performance of its obligations under this Agreement. Whilst on the Premises, the Supplier shall comply with any health and safety measures implemented by the Commissioner in respect of its Staff and other persons working there. The Supplier shall notify the Commissioner immediately in the event of any incident occurring in the performance of its obligations under this Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under this Agreement. The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc. Act 1974) is made available to the Commissioner on request. EQUALITY AND DIVERSITY The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Xxx 0000, the Employment Equality (Age) Regulations 2006, the Equality Xxx 0000, the Human Rights Xxx 0000 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. The Supplier shall take all reasonable steps to secure the observance of clause 20.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. Where Key Personnel have been specified in the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where The Parties have agreed to the appointment of the Key Personnel have been specified in the Order Form this Clause 5 Personnel. Part C of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and the following provisions shall apply: The Order Form Key Personnel) lists the key roles (Key Personnel Roles) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 11 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. not remove or replace any Key Personnel during the Call Off Contract Period without the Approval; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without the Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct require the Supplier to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where The Parties have agreed to the appointment of the Key Personnel have been specified in the Order Form this Clause 5 Personnel. Part C of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and the following provisions shall apply: The Order Form Key Personnel) lists the key roles (Key Personnel Roles) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 11 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. not remove or replace any Key Personnel during the Call Off Contract Period without the Approval; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. Approval The Customer may direct require the Supplier to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where Key Personnel have been specified in The Service Provider shall ensure the Order Form this Clause 5 performance and delivery of the following provisions Services shall apply: The Order Form lists be undertaken or directly overseen by the Key Personnel who and shall not without the Supplier shall appoint prior written approval of the Fund make any changes to fill the Key Roles (where identified) at Personnel in relation to the Commencement Date; totality or any part of the Supplier Services. The Service Provider shall use all reasonable endeavours to ensure that the Key Personnel fulfil remain for the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, full period of the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly phase of the absence Services for which they are appointed. In the event of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contractsickness or other emergency, this the Service Provider shall consult with the Fund, and if required, provide suitably qualified and experienced replacement personnel who are acceptable to the Fund without additional charge or expense at the earliest possible opportunity. If, for any other reasons, changes in the Key Personnel become necessary: due, in the reasonable opinion of the Fund, to such person’s misconduct or repeatedly substandard work, then the Service Provider will mean provide replacement Key Personnel at the earliest opportunity (or at least three (3within the reasonable time period specified by the Fund) Monthsand at no additional cost to the Fund; or at the Service Provider’s request, then such changes shall be subject to a minimum of ten Business Days’ notice; ensure that all arrangements for planned changes written notice by the Service Provider to the Fund in the first twenty elapsed Business Days of the Contract and twenty Business Days’ written notice any time thereafter and the replacement Key Personnel must be provided at no additional cost to the Fund. Subject always to the provisions of Clause 22.1, in the event that the Service Provider having provided the Fund with a number of alternatives is unable to provide adequate periods during replacement Key Personnel acceptable to the Fund within sufficient time to enable the Service Provider to complete the delivery of the Services in accordance with the Timetable, the Fund, following consultation with the Service Provider, may obtain replacement personnel from other sources or terminate the Contract at its discretion on a notice period of its choosing. In event of termination the Fund shall only be liable to pay the Fees in relation to Services provided by the Service Provider up to the date of such termination and any committed costs which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change cannot be mitigated by the Service Provider on receiving the notice of termination. Such termination does not restrict any other rights the Fund may have an adverse impact on the provision of the Ordered Panel Services; and ensure that under this Contract or law. If any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned change to the Key Personnel whom he is agreed by the Fund, the parties shall discuss and, acting reasonably and in good faith, agree whether a handover period is required and if so for how long (but for no greater than ten (10) Business Days), whereupon the Service Provider shall provide both the Key Personnel and the replacement Staff or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not this period at no extra charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where The Parties have agreed to the appointment of the Key Personnel. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior approval of ConstructionSkills before removing or replacing any Key Personnel have been specified in during the Order Form this Clause 5 and Contract Period, and, wherever reasonably possible, at least two months' written notice shall be provided by the following provisions Supplier of its intention to replace any Key Personnel. ConstructionSkills shall apply: not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Supplier or sub-contractor. ConstructionSkills shall be entitled to interview the candidates for Key Personnel positions before they are appointed. The Order Form lists Supplier acknowledges that, where they are specified, the Key Personnel who are essential to the Supplier shall appoint to fill proper provision of the Key Roles (where identified) at the Commencement Date; the Services. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence role of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming Days and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications shall be appointed in compliance with Clauses 2.4.1 and experience appropriate to 2.4.2 above and shall be as or more qualified and experienced as the relevant Key Role; previous incumbent and is fully competent to carry out the tasks assigned to the member of the Key Personnel whom he or she has replaced; . ConstructionSkills shall and shall procure that any Sub-Contractor shall not be entitled to require the Supplier to remove or replace any Key Personnel during the Term without Approval; that ConstructionSkills considers in any respect unsatisfactory and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer ConstructionSkills shall not be liable for the cost of any and all costs incurred in and/or connected with any such removal and/or in replacing any such Key Personnel. Supplier's Staff ConstructionSkills may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises:- any member of the Staff; or any person employed or engaged by any member of the Staff whose admission or continued presence would, in the reasonable opinion of ConstructionSkills, be undesirable. At ConstructionSkills' written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission in connection with the Contract to the Premises, specifying the capacities in which they are concerned with the Contract and giving such other particulars as ConstructionSkills may reasonably request. The Staff, engaged within the boundaries of the Premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or within the boundaries of those Premises and, without prejudice to the foregoing if ConstructionSkills shall become aware that such Staff shall not be complying with any such rule, regulation and requirement, it shall be entitled to request the Supplier to procure such compliance. If the Supplier fails to procure the compliance by its Staff with Clause 2.6.2, within two (2) Months after the date of any request for it so to do. ConstructionSkills may terminate this Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to ConstructionSkills. The decision of ConstructionSkills as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 2.6.3 shall be final and conclusive. The Supplier shall ensure that all Staff comply at all times and in all respects with the Contractor Handbook. Offers of Employment Throughout the Contract Period and for a period of twelve (12) Months after the expiry or upon termination of the Contract Period neither ConstructionSkills nor the Supplier shall employ or offer employment to any of the other Party's staff who have been associated with the procurement and/or the contract management of the Services without that other Party's prior written consent.

Key Personnel. Where Key Personnel The Parties have been specified in agreed to the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists appointment of the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) as at the Commencement Date; . The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence role of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) [10] Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming Days and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level shall be as or more qualified and experienced as the previous incumbent of qualifications and experience appropriate to the relevant Key Role; such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced; . The Supplier shall and shall procure ensure that any Sub-Contractor shall not remove or replace any each of the Key Personnel during shall work for such a period of time in the Term performance of the Services that is commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without Approval; and disregarding its statutory obligations, the Supplier shall not charge, and take all reasonable steps to ensure that it retains the Customer shall have no liability to pay, for any additional costs incurred by services of all the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Commissioner's employees or former employees and/or any of the Staff where such Key Personnelclaim arises from any act or omission of the Supplier or any Staff. staff transfer The Parties acknowledge that the expiry or termination of this Agreement may constitute a Relevant Transfer for the purposes of the Employment Regulations. The provisions of Schedule SCHEDULE 5: (Staff Transfer) will apply on such expiry or termination. Health and Safety The Supplier shall promptly notify the Commissioner of any health and safety hazards which may arise in connection with the performance of its obligations under this Agreement. The Commissioner shall promptly notify the Supplier of any health and safety hazards which may exist or arise at the Premises and which may affect the Supplier in the performance of its obligations under this Agreement. Whilst on the Premises, the Supplier shall comply with any health and safety measures implemented by the Commissioner in respect of its Staff and other persons working there. The Supplier shall notify the Commissioner immediately in the event of any incident occurring in the performance of its obligations under this Agreement on the Premises where that incident causes any personal injury or damage to property which could give rise to personal injury. The Supplier shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to Staff and other persons working on the Premises in the performance of its obligations under this Agreement. The Supplier shall ensure that its health and safety policy statement (as required by the Health and Safety at Work etc. Act 1974) is made available to the Commissioner on request. EQUALITY AND DIVERSITY The Supplier shall not unlawfully discriminate either directly or indirectly on such grounds as race, colour, ethnic or national origin, disability, sex or sexual orientation, religion or belief, or age and without prejudice to the generality of the foregoing the Supplier shall not unlawfully discriminate within the meaning and scope of the Equality Xxx 0000, the Employment Equality (Age) Regulations 2006, the Equality Xxx 0000, the Human Rights Xxx 0000 or other relevant or equivalent legislation, or any statutory modification or re-enactment thereof. The Supplier shall take all reasonable steps to secure the observance of clause 26.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. Where To carry out its duties, the Design-Builder shall provide at least the key personnel identified in Exhibit F to this Agreement (“Key Personnel”), who shall carry out the functions identified in Exhibit F. The Key Personnel have been specified in shall include (i) the Order Form this Clause 5 Project Executive; (ii) the Field Superintendent; (iii) the Project manager who will supervise the interior design and Work; (iv) the following provisions Project Manager who will supervise the Mechanical, Electrical, and Plumbing (“MEP”) work; and (v) the individual that will manage quality control and interact with the Department’s quality control representative. The Design-Builder’s obligation to provide adequate staffing is not limited to providing the Key Personnel, but is determined by the needs of the Project. The Design-Builder shall apply: The Order Form lists not replace any of the Key Personnel who without the Supplier Department’s prior written approval, which shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that not be unreasonably withheld. If any of the Key Personnel fulfil become unavailable to perform services in connection with the Agreement due to death, disability or separation from the employment of the Design-Builder or any affiliate of the Design-Builder, then the Design-Builder shall promptly appoint a replacement acceptable to the Department. The Department shall be entitled to complete information on each such replacement, including a current resume of his or her qualifications and experience. Certain members of the Design-Builder’s Key Personnel shall be subject to a removal or replacement fee for their removal or reassignment by the Design-Builder. Those members of the Design Builder’s Key Personnel subject to such fee in 0 shall be identified in Exhibit F as subject to the fee provisions herein. In the event there is no delineation in Exhibit F of those members of the Design-Builder’s Key Personnel subject to the fee provisions of this Agreement, then all of the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement Personnel shall be subject to the same fee provisions of this Agreement. In addition, the Department shall have the right, to be exercised in its sole discretion, to remove, replace or to reduce the scope of services of the Design-Builder in the event that a member of the Key Personnel has been removed or replaced by the Supplier, Design-Builder without the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence Department. In the event the Department exercises the right to remove, replace or to reduce the scope of any Key Personnel (other than for shortservices of the Design-term sickness Builder, the Department shall have the right to enforce the terms of this Agreement and to keep-in-place those members of the Design-Builder’s team not removed or holidays replaced and the remaining members shall complete the services required under this Agreement in conjunction with the new members of two (2) weeks the Design Builder’s team approved by the Department. Removal or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member Replacement of Key Personnel andSubject to the terms of this 5.7, except in each instance where the Design Builder removes or reassigns one of the key personnel listed in Exhibit F as being subject to the key personnel replacement fee, other than (a) for reasons where such personnel become unavailable due to death, disability or separation from the employment of the Design-Builder or any affiliate of the Design-Builder or any affiliate of the Design Builder, or (b) with the prior written consent of the Department, then the Design-Builder shall pay to the Department the amount set forth in the cases Project Information Section of deaththis Agreement as a replacement fee and not a penalty, unexpected ill health or a material breach of to reimburse the Key PersonnelDepartment for its administrative costs arising from the Design-Builder’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel failure to provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services foregoing replacement fee amount shall not bar recovery of any of other damages, costs or expenses other than the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the CustomerDepartment’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnelinternal administrative costs.

Key Personnel. Where This Clause 26 shall apply where the Customer has specified Key Personnel have been specified in the Call Off Order Form this Clause 5 and the following provisions shall apply: Form. The Call Off Order Form lists the key roles (“Key Personnel Roles”) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 9 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-long- term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; . shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct require the Supplier to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where Exhibit CC contains a list of the key personnel (“Key Personnel have been specified in Personnel”) who will be responsible for supervising the Order Form performance of Contractor’s and Subcontractors’ obligations hereunder. Such list includes the designation of Contractor’s principal representative (the “Project Manager”), who will be Contractor’s authorized representative having the responsibility and authority to direct and manage the Work, administer this Clause 5 Agreement, serve as Contractor’s primary point of contact from and with Owner, act as Contractor’s liaison with Owner and be authorized to make decisions related to the following provisions shall apply: The Order Form lists Work and bind Contractor. Such list also includes the Key Personnel who designation of the Supplier shall appoint principal full-time on-Site representative. To the extent any Person is not identified on Exhibit CC to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out position listed thereon, Contractor shall, as soon as practicable after the Effective Date, submit the resumes of the Persons nominated to fill such Key Personnel positions to Owner for Owner’s approval prior to their appointment. Contractor recognizes that a good working relationship must exist between its obligations under Contract Schedule 2 (Exit Management)) Key Personnel and Owner. Key Personnel shall, unless : requested otherwise expressly stated in Exhibit CC, be devoted full-time to do so by the Customer; Work for the relevant person concerned resignsentire duration of the Project, retires and Key Personnel shall not be removed or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customerreassigned without Owner’s prior written consent approval. All requests for the substitution of Key Personnel shall include a detailed explanation and reason for the request and the resumes of professional education and experience for a minimum of two (such consent not to be unreasonably withheld 2) candidates of equal or delayed); the Supplier shall: notify the Customer promptly greater qualifications and experience. Should Owner approve of the absence replacement of any a Key Personnel (other than Person, Contractor shall allow for short-term sickness or holidays an overlap of two (2) weeks or less, in during which case both the Supplier Key Person to be replaced and the Owner-approved new Key Person shall ensure appropriate temporary cover for that Key Role); ensure that work together full time. The additional cost of any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable replacement of its intention to remove or replace any member of such Key Personnel andand overlap time shall be entirely at Contractor’s expense. Owner has the right, except in acting reasonably, to require the cases replacement of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during upon reasonable notice after having given Contractor a reasonable opportunity (not to exceed ten (10) days) to rectify the Term without Approval; situation leading to such requirement. Upon the expiration of such period, if Owner remains unsatisfied, Contractor shall promptly effect such replacement. Any replacement Key Personnel will be subject to the prior written approval of Owner. The Project Manager shall act as the liaison for Contractor’s communications with Owner and shall be responsible for providing all reports due under the Supplier Agreement to Owner. The Project Manager shall not chargecoordinate all activities of Contractor, including reporting activities, communication activities, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training insurance procurement and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personneladministration.

Key Personnel. Where This Clause 26 shall apply where the Customer has specified Key Personnel have been specified in the Call Off Order Form this Clause 5 and the following provisions shall apply: Form. The Call Off Order Form lists the key roles (“Key Personnel Roles”) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 9 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Sub- Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; . shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct require the Supplier to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where Prior to beginning the Work, Developer shall provide to PacifiCorp, for its approval pursuant to Section 7.13(b)(iii), a list setting forth the name of the proposed natural Person for each Key Personnel have been specified in position for itself, Contractor and all Subcontractors performing material portions of the Order Form this Clause 5 and Work. All employees assigned by Developer to perform any of Developer’s obligations shall be fully qualified to perform the following provisions shall apply: The Order Form lists the tasks assigned them. All Key Personnel who shall be present on the Supplier shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles Site during working hours and at all times the Work is in progress during the Term; the Customer may identify any further roles as being Key Roles and, following agreement times relevant to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contractduties are applicable to the Work, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in and any orders or instructions which PacifiCorp or PacifiCorp’s Representative may give to such Key Personnel provide adequate periods during which incoming and outgoing personnel work together shall be deemed to transfer responsibilities and ensure that such change does not have an adverse impact on the provision been given to Developer. The appointment of the Ordered Panel Services; and ensure that any replacement every Key Personnel provided for a Key Role: has a level of qualifications and experience appropriate in Section 7.13(a) shall be subject to the relevant approval of PacifiCorp or PacifiCorp’s Representative, such approval to be in the discretion of PacifiCorp or PacifiCorp’s Representative. Appendix H shall be amended to list all Key Role; and is fully competent Personnel approved by PacifiCorp or PacifiCorp’s Representative pursuant to carry out this Section 7.13(b)(iii). Developer shall give PacifiCorp fifteen (15) days advance written notice in the tasks event Developer intends to remove or change any of its Key Personnel assigned to the Project or to reassign any such Key Personnel whom he or she has replaced; to another project. PacifiCorp shall give due consideration to any request by Developer and shall procure that respond within fifteen (15) days to any Sub-Contractor such requests. Developer shall not remove remove, change or replace reassign any of its Key Personnel during assigned to the Term Project without Approval; and the Supplier shall not chargeprior written consent of PacifiCorp, such consent to be in its discretion, and then only if a suitable replacement for such representative has been approved by PacifiCorp prior to the Customer removal of such representative. PacifiCorp shall have no liability the right to pay, for any additional costs incurred by the Supplier approve Developer’s senior staff on Site (in respect of reading-in time by any replacement addition to its Key Personnel. The Customer ), and may direct request the Supplier to end the involvement in the provision of the Ordered Panel Services removal of any of Contractor’s or any Subcontractor’s personnel. Objection to Representatives and Persons Employed by Developer, Contractor or Subcontractors. Developer shall remove or cause to be removed any representative or Person employed directly or indirectly by Developer, Contractor or any Subcontractor in the Supplier Personnel: whom execution of the Customer believes does not have the required levels of training and expertise; or whose performanceWork who, in the Customeropinion of PacifiCorp, misconducts itself, is incompetent or negligent. Developer’s opinionPersonnel/Drugs, has been unsatisfactory; or where the Customer has other reasonable grounds for doing soAlcohol and Firearms. The Customer will consult with and provide reasons With regard to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision performance of the Customer Work, Developer shall, and shall be final ensure that Contractor and it any Subcontractor shall, only employ Persons qualified to perform the Work. Developer shall, at all times, enforce strict discipline and good order among its employees and the employees of Contractor and any Subcontractor. Developer shall not permit or allow the introduction or use of any firearms, illegal drugs or intoxicants upon the Work under this Agreement, or upon any of the grounds occupied, controlled, or used by Developer in the performance of the Work. Developer shall immediately remove from the Work, whenever requested by PacifiCorp, any Person considered by PacifiCorp to be obliged to provide any reasons. The Customer incompetent, insubordinate, careless, disorderly, in violation of the above restriction on firearms, illegal drugs or intoxicating liquor, or under the influence of illegal drugs or intoxicants, and such person shall not again be liable for employed in the cost performance of replacing any such Key Personnelthe Work herein without the consent of PacifiCorp.

Key Personnel. Where Appendix H sets forth an organization chart with respect to Contractor’s personnel working on the Liquefaction Project and identifies the key personnel from Contractor’s organization who will be assigned to the Work (“Key Personnel”). Key Personnel have been shall be devoted to the Liquefaction Project for all of the time which is necessary to perform the Work and in any event during the periods of time specified in Appendix H, with the Order Form this Clause 5 and performance of the following provisions Work being a first priority of such Key Personnel. Contractor shall apply: The Order Form lists not remove any of the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do and if Contractor does so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customerwithout obtaining Owner’s prior written approval and none of the circumstances for resignations, death, illness or disability set forth in the penultimate sentence of this Section 2.6.1 apply, Contractor shall: (a) pay Owner an amount equal to [***]. Except with respect to replacement of the Senior Project Manager, Owner shall have the right to consent (such consent to the individual that will replace the removed Key Personnel, which acceptance shall not to be unreasonably withheld or delayed); withheld. All requests for the Supplier shall: notify the Customer promptly substitution of the absence of any Key Personnel (other than shall include an explanation and reason for short-term sickness or holidays the request and the resumes of professional education and experience, which shall include a minimum of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover candidates of suitable qualifications and experience for that Key Role); ensure that any Key Role Personnel position other than the Senior Project Manager. Should Owner accept the replacement Key Personnel, Contractor shall, to the extent reasonably possible, allow for an overlap of at least two (2) Weeks during which both the Key Personnel to be replaced and the new Key Personnel shall work together. If any Key Personnel resigns or is not vacant no longer available to perform the Work due to illness, death or disability, or is terminated and no longer employed or engaged in any capacity by Contractor or its Affiliates, Contractor shall nominate replacements for any longer than such Key Personnel within five (5) Working Business Days; give as much notice as is reasonably practicable . For the avoidance of its intention to remove or replace any member doubt, acceptance of new Key Personnel and, except in the cases shall not constitute approval for removal of death, unexpected ill health or a material breach of the such Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not charge, and the Customer requirements of this Section 2.6.1 shall have no liability apply with respect to payindividuals identified as Key Personnel under all circumstances, for any additional costs incurred by including removal or reassignment of individuals under the Supplier circumstances as described in respect of reading-in time by any replacement Key PersonnelSection 2.6.2. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performanceWITHOUT OTHERWISE LIMITING OWNER’S RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO CONTRACTOR’S PERFORMANCE OF THE WORK, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key PersonnelPAYMENTS MADE BY CONTRACTOR PURSUANT TO THIS SECTION 2.6.1 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF OWNER AND COMMON FACILITIES OWNER FOR CONTRACTOR’S REMOVAL OF KEY PERSONNEL IN VIOLATION OF THIS SECTION 2.6.1.

Key Personnel. Where Key Personnel have been This Clause shall apply if so specified in the Order Form Letter of Appointment, or elsewhere in this Clause 5 Call Off Contract. Part C of Call Off Schedule 4 (Implementation Plan, Customer Responsibilities and the following provisions shall apply: The Order Form Key Personnel) lists the key roles (“Key Personnel Roles”) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless unless: requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor changes including transfer to another business division, being promoted or moved to a new role; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: use reasonable endeavours to notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall , procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct require the Supplier to end the involvement in the provision of the Ordered Panel Services of remove any of the Supplier Personnel: whom Key Personnel that the Customer believes does not have the required levels of training and expertise; or whose performance, considers in the Customer’s opinion, has been any respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.

Key Personnel. Where Key Personnel have been specified in the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) at the Commencement Date; the Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; . Attachment 9.2 (Key Personnel) of the Customer Order Form lists the Key Roles and names of the persons who the Supplier shall appoint to fill those Key Roles at the Effective Date. The Buyer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless unless: requested to do so by the CustomerBuyer; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave, paternity leave or shared parental leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor contractor is terminated for material breach of contract by the employee; or the Supplier obtains the CustomerBuyer’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer Buyer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) 2 weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) 10 Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months60 Working Days’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision performance of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; . Employment Indemnity The Parties agree that: the Supplier shall both during and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during after the Term without Approvalindemnify the Buyer against all Employee Liabilities that may arise as a result of any claims brought against the Buyer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel; and the Supplier Buyer shall not charge, both during and after the Customer shall have no liability to pay, for any additional costs incurred by Term indemnify the Supplier in respect against all Employee Liabilities that may arise as a result of reading-in time any claims brought against the Supplier by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision person where such claim arises from any act or omission of the Ordered Panel Services of Buyer or any of the Supplier Personnel: whom the Customer believes does not have the required levels of training Buyer’s employees, agents, consultants and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnelcontractors.

Key Personnel. Where The Service Provider must- ensure that the Key Personnel have been specified Account Manager contemplated in its Proposal is duly assigned as such, and assumes the Order Form attendant role and responsibilities for the duration of this Clause 5 and the following provisions shall apply: The Order Form lists Agreement; ensure that where required, the Key Personnel who are properly registered, licensed or accredited with the Supplier shall appoint to fill appropriate Regulatory Authorities, and remain so registered for the Key Roles (where identified) at the Commencement Dateduration of this Agreement; the Supplier shall ensure that the Key Personnel fulfil or other personnel observe confidentiality and do not use any information obtained pursuant to this Agreement for any reason other than for reasons envisaged in this Agreement; ensure that the Key Roles Personnel devote such time, attention and skill in executing the Services as may be reasonably required for the proper discharge of its duties under this Agreement; not change or replace the Key Personnel without the prior written consent of SARS and in this regard- The Service Provider may make a written request to SARS to replace its Key Personnel, where a member has become incapacitated and/or unable to perform his/her duties under this Agreement; The Service Provider’s request to SARS for the substitution of the Key Personnel shall include the reason for the request and a proposal to replace the Key Personnel with a person of equal or better qualification(s), skills and experience. Such proposal must include the curriculum vitae of the proposed substitute; SARS may only approve a substitute which has similar or better qualifications, skills and experience; and Should SARS, in its discretion reasonably consider any member of the Key Personnel to be incompetent or unsatisfactory, the Service Provider will have to replace at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplierits own cost, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant with a person concerned resignshaving equal or better qualifications, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement skills and experience in line with the Supplier or a Sub-Contractor is terminated for material breach of contract timeframes then stipulated by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer shall not be liable for the cost of replacing any such Key Personnel.SARS;

Key Personnel. Where Key Personnel The Parties have been specified in agreed to the Order Form this Clause 5 and the following provisions shall apply: The Order Form lists appointment of the Key Personnel who the Supplier shall appoint to fill the Key Roles (where identified) as at the Commencement Date; . The Supplier shall, and shall procure that any sub-contractor shall, obtain Approval before removing or replacing any member of the Key Personnel from their corresponding role during the Term, and reasonable written notice must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. The Commissioner shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of the Key Personnel by the Supplier or sub-contractor. The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services to the Commissioner. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Schedule 2 (Exit Management)) unless : requested to do so by the Customer; the relevant person concerned resigns, retires or dies or takes any extended absences such as maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed); the Supplier shall: notify the Customer promptly of the absence role of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five (5) 10 Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming Days and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level shall be as or more qualified and experienced as the previous incumbent of qualifications and experience appropriate to the relevant Key Role; such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced; . The Supplier shall and shall procure ensure that any Sub-Contractor shall not remove or replace any each of the Key Personnel during shall work for such a period of time in the Term performance of the Services that is commensurate with and sufficient to perform the obligation of that person's role unless the Commissioner otherwise gives its prior written consent. To the extent that it can do so without Approval; and disregarding its statutory obligations, the Supplier shall not charge, and take all reasonable steps to ensure that it retains the Customer shall have no liability to pay, for any additional costs incurred by services of all the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer may direct the Supplier to end the involvement in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise in this respect. EMPLOYMENT INDEMNITY The Supplier shall indemnify the Commissioner against all Employee Liabilities that may arise as a result of any claims brought against the Commissioner by any of the Commissioner's employees or former employees and/or any of the Staff where such Key Personnelclaim arises from any act or omission of the Supplier or any Staff. staff transfer The Parties do not anticipate that the expiry or termination of this Agreement would constitute a Relevant Transfer for the purposes of the Employment Regulations.

Key Personnel. Where This Clause 26. shall apply where the Contracting Authority has specified Key Personnel have been specified in the Call Off Order Form this Clause 5 and the following provisions shall apply: Form. The Call Off Order Form lists the key roles (“Key Personnel Roles”) and names of the persons who the Supplier shall appoint to fill the those Key Roles (where identified) at the Call Off Commencement Date; the . The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term; the Customer Call Off Contract Period. The Contracting Authority may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel; the . The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Contract Call Off Schedule 2 9 (Exit Management)) unless unless: requested to do so by the CustomerContracting Authority; the relevant person concerned resigns, retires or dies or takes any extended absences such as is on maternity leave or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the CustomerContracting Authority’s prior written consent (such consent not to be unreasonably withheld or delayed); the . The Supplier shall: notify the Customer Contracting Authority promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than five ten (510) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ Months notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Ordered Panel Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced; . shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Term Call Off Contract Period without Approval; and the Supplier shall not charge, and the Customer shall have no liability to pay, for any additional costs incurred by the Supplier in respect of reading-in time by any replacement Key Personnel. The Customer Contracting Authority may direct require the Supplier to end remove any Key Personnel that the involvement Contracting Authority considers in the provision of the Ordered Panel Services of any of the Supplier Personnel: whom the Customer believes does not have the required levels of training and expertise; or whose performance, in the Customer’s opinion, has been respect unsatisfactory; or where the Customer has other reasonable grounds for doing so. The Customer will consult with and provide reasons to the Supplier where it is able to and where it is appropriate for the Customer to do so, provided that the decision of the Customer shall be final and it shall not be obliged to provide any reasons. The Customer Contracting Authority shall not be liable for the cost of replacing any such Key Personnel.