Common use of Key Personnel Clause in Contracts

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 10.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 10.2 The Supplier shall not remove or replace any of the Key Personnel unless: (a) requested to do so by the Authority; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier notifies the Authority within 5 working days of any change. 10.3 The Supplier shall inform the Authority of the identity and background of any replacements for any of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action soon as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding rolea suitable replacement has been identified. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 10.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) 15 consecutive Working Days and that any Days. Any replacement shall be as as, or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has they have replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which . A temporary replacement shall be at least for identified with immediate effect from the expected duration Supplier or the Authority becoming aware of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnelbecoming vacant. 41.3.4 10.5 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove remove, or procure the removal of, any member of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 10.6 If the Supplier replaces the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for a consequence of this clause 10, the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Supplier.

Key Personnel. 41.3.1 C.2.1 The Parties have agreed Service Provider’s Key Personnel for the provision of the Services are set out in Item 6 of Schedule A. The delivery of the Services shall be undertaken or directly overseen by the Key Personnel. C.2.2 The Service Provider shall not without the prior written approval of the Fund make any changes to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent for a particular phase of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding roleServices. 41.3.2 C.2.3 The Supplier acknowledges Service Provider shall undertake all reasonable steps to ensure that the Key Personnel will remain for the full period of the relevant phase of the Services for which they are essential appointed. In the event of a Key Personnel’s sickness or other emergencies, the Service Provider must consult with the Fund, and if required provide suitably qualified and experienced replacement personnel who are acceptable to the proper provision Fund without additional charge or expense at the earliest possible opportunity. C2.4 If, for any other reasons, changes in the Key Personnel become necessary: C2.4.1 in the reasonable opinion of the Deployed Services. The Supplier Fund due to such person’s misconduct or repeatedly substandard work, then the Service Provider will provide replacement Key Personnel at the earliest opportunity (or at least within the reasonable time period specified by the Fund) and at no additional cost to the Fund; or C2.4.2 at the Service Provider’s request, then such changes shall ensure be subject to a minimum of ten working days written notice by the Service Provider to the Fund in the first twenty elapsed working days of the Contract and twenty working days written notice any time thereafter and the Key Personnel must be provided at no additional cost to the Fund. C2.5 Subject always to the provisions of Clause C1.1, in the event that the role Service Provider having provided the Fund with a number of any alternatives is unable to provide replacement Key Personnel with the appropriate skills who are acceptable to the Fund within sufficient time to enable the Service Provider to complete the delivery of the Services on time then the Fund following consultation with the Service Provider may obtain replacement personnel from other sources or terminate the Contract at its discretion. In event of termination the Fund shall only be liable for work completed by the Service Provider up to the date of the termination and any committed costs which can not be mitigated by the Service Provider on receiving the notice of termination. Such termination does not restrict any other rights the Fund may have under this Contract or by law. C2.6 The parties shall discuss and agree whether a handover period is not vacant required and if so for any longer how long (but for no greater than ten (10) Working Days and that any replacement working days), whereupon the Service Provider shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of provide both the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment proceduresreplacement personnel during this period at no extra charge. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. 19.1 The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days fulfil the Key Roles at all times during the Contract Period. Schedule 17 lists the Key Roles and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role names of the member of Key Personnel persons whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary appoint to ensure that it retains fill those Key Roles at the services of all the Key PersonnelCommencement Date. 41.3.4 19.2 The Authority may identify any of the further roles performed by Supplier Personnel as being Key Personnel for Roles and, following agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then the relevant persons selected to fill those Key Roles shall be included on in the list of Key Personnel. 19.3 The identity of each member of Key Personnel shall be subject to the Approval of the Authority, such Approval not to be unreasonably withheld or delayed. 19.4 The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under any Exit Plan) unless: 19.4.1 requested to do so by the Supplier in accordance Authority; 19.4.2 the person concerned resigns, retires, dies or is on maternity or paternity leave or long-term sick leave; 19.4.3 the person's employment or contractual arrangement with the Change Control Procedure. The Authority may also require Supplier or Sub- contractor is terminated for material breach of contract by the employee; or 19.4.4 the Supplier obtains the Authority's Approval (such Approval not to be unreasonably withheld or delayed). 19.5 The Supplier shall: 19.5.1 notify the 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; 19.5.2 ensure that any Key Role is not vacant for any longer than ten (10) Working Days; 19.5.3 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 one (1) months' notice; 19.5.4 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 performance of the Services; and 19.5.5 ensure that any replacement for a Key Role: (a) has a level of qualifications and experience appropriate to the relevant Key Role; and (b) is fully competent to carry out the tasks assigned to the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedureswhom he or she has replaced. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' and reasonable written notice shall must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 . 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 Deployed ServicesServices to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 . The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Commissioner otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole 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 claim 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. ▇▇▇ ▇▇▇▇ 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 ▇▇▇ ▇▇▇▇, the Employment Equality (Age) Regulations 2006, the Equality ▇▇▇ ▇▇▇▇, the Human Rights ▇▇▇ ▇▇▇▇ 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. 41.3.1 13.1 Each party shall appoint the persons named as such in 0 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 13.2 The Service Provider shall not remove or replace any of the Key Personnel as at unless: (a) requested to do so by the Effective Date. The Supplier shall obtain Authority; or (b) the person is on long-term sick leave; or (c) the element of the Services in respect of which the individual was engaged has been completed to the satisfaction of the Authority; or (d) the person resigns from their employment with the Service Provider; or (e) the Service Provider obtains the prior written consent of the Authority. 13.3 The Service Provider shall inform the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to of the Supplier needing to take identity and background of any action as may reasonably be required in accordance with its employment procedures) before replacements for any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice as soon as a suitable replacement has been identified. The Authority shall be provided by entitled to interview any such person and may object to any such proposed appointment within 10 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the Supplier of its intention proposed replacement to replace be unsuitable for any member of Key Personnel from their corresponding rolereason. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 13.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) 10 Working Days and that any Days. Any replacement shall be as as, or more more, qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he they have replaced. A temporary replacement shall be identified with immediate effect from the Service Provider or she has replacedthe Authority becoming aware of the role becoming vacant. 41.3.3 13.5 The Supplier shall ensure that each Authority may require the Service Provider to remove, or procure the removal of, any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 13.6 If the Service Provider replaces the Key Personnel shall work for such as a period consequence of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel))this clause 13, unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Service Provider.

Key Personnel. 41.3.1 (a) The Parties Training Provider must appoint and mobilise all Key Personnel as soon as reasonably possible following the Signing Date and in any event by no later than the respective deadlines set out in Schedule 9. (b) With effect from the Signing Date, the Training Provider shall provide the Procurer with a weekly status report regarding the employment and mobilisation of Key Personnel until such time as all Key Personnel have agreed to been employed and mobilised or the appointment Procurer notifies the Training Provider in writing that such status reports are no longer necessary (whichever occurs first). (c) The Training Provider undertakes that each of the Key Personnel as will devote the whole of his or her time, attention and skill to the performance of the Services and will not engage in any other employment. The Training Provider shall ensure that all Key Personnel are physically present at the Effective DateCollege for at least forty five weeks per Academic Year. (d) The Training Provider shall ensure it appoints a sufficient number of Key Personnel to fill the Training Quota and the positions identified in the College Improvement Plan. The Supplier Training Provider shall obtain notify the Procurer prior written consent to revoking the appointment or accepting the resignation of any Key Personnel or appointing replacements. (e) If, in the reasonable opinion of the Authority (such consent not to be unreasonably withheld Procurer, the performance or delayedconduct of any of the Key Personnel has been unsatisfactory, but without prejudice then the Procurer may issue a written warning notice to the Supplier needing to take Training Provider in respect of that person. If the Training Provider receives two written warning notices in respect of the same person, then the Training Provider shall promptly, and in any action as may reasonably be required event within thirty (30) days of receipt of the second written warning notice, remove that person and shall appoint a replacement in accordance with its employment proceduresthe process set out in Clauses 13.2(f) before and (g), unless otherwise agreed with the Procurer. (f) In the event that any member of the Key Personnel is removed or replaced from their corresponding role during leaves his employment on the TermProject, and, where possible, at least three then the Training Provider shall endeavour to arrange for a replacement by a person of comparable competence and experience (3a Suitable Replacement) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential not later than 14 days prior to the proper provision of original person leaving the Deployed Services. The Supplier Project, and in any event shall ensure that the role of any Key Personnel a Suitable Replacement is not vacant for any longer than ten employed within thirty (1030) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role days of the member of Key Personnel whom he or she has replacedoriginal person leaving the Project. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient (g) Not later than fourteen (14) days prior to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove appointing any member of the Key Personnel that or a replacement member of the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel roleto perform any part of the Services, the Training Provider shall notify the Procurer and if so requested by the Procurer, submit the curriculum vitae of the proposed appointee to the Procurer for review. Where the Procurer has an objection to, or requires further information in respect of, the proposed appointee, the Training Provider will propose an alternative appointee or provide the further information requested, which shall include providing the Procurer with an opportunity to interview the proposed appointee.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of Supplier shall ensure that the Key Personnel as fulfil the Key Roles at all times during the Term. Schedule 9.2 (Key Personnel) lists the Key Roles and names of the persons who the Supplier shall appoint to fill those Key Roles at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayedmay identify any further roles as being Key Roles and, but without prejudice following agreement to the Supplier needing same by the Supplier, the relevant person selected to take any action as may reasonably be required in accordance with its employment procedures) before any member of the fill those Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice Roles shall be provided by included on the Supplier of its intention to replace any member list of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed ServicesPersonnel. The Supplier shall ensure that the role of not remove or replace any Key Personnel (including when carrying out Exit Management) unless: requested to do so by the Authority; the person concerned resigns, retires or dies or is not vacant 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 is terminated for any longer than ten (10) Working Days and that any replacement shall be as material breach of contract by the employee; or more qualified and experienced as the previous incumbent of such role to carry out Supplier obtains the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its Authority’s prior written consent (such consent not to be unreasonably withheld or delayed). To The Supplier shall: notify the extent that it can do so without disregarding its statutory obligationsAuthority promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of 2 weeks or less, in which case the Supplier shall take such steps as are reasonably necessary to ensure appropriate temporary cover for that Key Role); ensure that it retains any Key Role is not vacant for any longer than 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 services cases of all death, unexpected ill health or a material breach of the Key Personnel. 41.3.4 ’s employment contract, this will mean at least 60 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 performance of the 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. The Parties agree that: the Supplier shall both during and after the Term indemnify the Authority against all Employee Liabilities that may identify arise as a result of any claims brought against the Authority by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel; and the Authority shall both during and after the Term indemnify the Supplier against all Employee Liabilities that may arise as a result of any claims brought against the Supplier by any person where such claim arises from any act or omission of the Authority or any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed)Authority’s employees, who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory agents, consultants and the Supplier shall take such action as may reasonably be required in accordance with its employment procedurescontractors. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 11.1 Each party shall appoint the persons named as such in Schedule 4 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 11.2 The Supplier shall not remove or replace any of the Key Personnel as at unless: (a) requested to do so by the Effective Date. The Authority; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier shall obtain obtains the prior written consent of the Authority. 11.3 The Supplier shall inform the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to of the Supplier needing to take identity and background of any action as may reasonably be required in accordance with its employment procedures) before replacements for any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice as soon as a suitable replacement has been identified. The Authority shall be provided by entitled to interview any such person and may object to any such proposed appointment within 5 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the Supplier of its intention proposed replacement to replace be unsuitable for any member of Key Personnel from their corresponding rolereason. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 11.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) 20 Working Days and that any Days. Any replacement shall be as as, or more more, qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has they have replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which . A temporary replacement shall be at least for identified with immediate effect from the expected duration Supplier or the Authority becoming aware of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnelbecoming vacant. 41.3.4 11.5 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove remove, or procure the removal of, any member of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 11.6 If the Supplier replaces the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for a consequence of this clause 11, the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Supplier.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' and reasonable written notice shall must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 . 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 Deployed ServicesServices to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 . The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Commissioner otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole 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 claim 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. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' and reasonable written notice shall must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 . The ICO 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 Deployed ServicesServices to the ICO. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 . The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority ICO otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority ICO shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole and the Supplier shall indemnify the ICO against all Employee Liabilities that may arise in this respect.

Key Personnel. 41.3.1 The Parties have 16.1 If not agreed to before the appointment execution of the Contract, the Contractor shall submit a proposed organisational chart for the Owner’s approval, as part of the Execution Plan. The organisational chart shall show the Key Personnel and other supervisory and staff personnel who shall be executing the Work, together with their respective job titles. 16.2 The Owner shall identify any of the Key Personnel as at to which the Effective Date. The Supplier shall obtain Owner objects within 10 Work Days and if the prior written consent of Owner does not provide the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice Contractor with its objections to the Supplier needing Key Personnel, the Owner shall be deemed to take have accepted the Key Personnel. 16.3 If the Owner objects to any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during in accordance with Section 16.2, then the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that Contractor will promptly prepare a new organisational chart identifying the Key Personnel are essential to for the proper provision of the Deployed ServicesOwner’s approval. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement This process shall be as or more qualified and experienced as repeated until the previous incumbent of such role to carry out Owner approves the tasks assigned to the role of the member of Key Personnel whom he or she has replacedPersonnel. 41.3.3 The Supplier 16.4 Once the Owner has approved the organizational chart identifying the Key Personnel, the Contractor shall ensure that within 10 Work Days arrange for each of the Key Personnel shall work for such a period of time to complete and execute an agreement in the form of the Key Employee Confidentiality Proprietary Information and Consent Agreement, attached as part of Appendix F – Forms. 16.5 Subject to Section 16.6, the Contractor shall not, without the Owner’s consent, make any changes to the Key Personnel or an organisational chart that has been approved by the Owner. 16.6 If any Key Personnel leave the Contractor’s workforce, the Contractor shall forthwith replace such Key Personnel with personnel possessing those qualifications necessary for the proper performance of the Deployed Services that functions to which assigned. Where the Compensation for Work, or part thereof, is commensurate with based on a reimbursable basis, then the Owner shall have the right to determine if the replacement personnel is suitable to the Owner, and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent if not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligationssuitable, the Supplier Contractor shall take such steps as are reasonably necessary to ensure that it retains provide further replacement personnel until the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel Owner determines that the Authority considers in any respect unsatisfactory and replacement person is suitable to the Supplier shall take such action as may reasonably be required in accordance with its employment proceduresOwner. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 9.1 Each party shall appoint the persons named as such in the Specification as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the Authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 9.2 The Supplier shall not remove or replace any of the Key Personnel as at unless: (a) requested to do so by the Effective Date. The Authority; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier shall obtain obtains the prior written consent of the Authority. 9.3 The Supplier shall inform the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to of the Supplier needing to take identity and background of any action as may reasonably be required in accordance with its employment procedures) before replacements for any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice as soon as a suitable replacement has been identified. The Authority shall be provided by entitled to interview any such person and may object to any such proposed appointment within 30 Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the Supplier of its intention proposed replacement to replace be unsuitable for any member of Key Personnel from their corresponding rolereason. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 9.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) 10 Working Days and that any Days. Any replacement shall be as as, or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has they have replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which . A temporary replacement shall be at least for identified with immediate effect from the expected duration Supplier or the Authority becoming aware of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnelbecoming vacant. 41.3.4 9.5 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove remove, or procure the removal of, any member of its Key Personnel whom it considers, in its absolute opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities or for any reason which impacts on the management or operation of any applicable Authority's Premises. 9.6 If the Supplier replaces the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for a consequence of this clause 9, the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Supplier.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' and reasonable written notice shall must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 . 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 Deployed ServicesServices to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) 10 Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 . The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Commissioner otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole 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 claim 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 is unlikely to constitute a Relevant Transfer for the purposes of the Employment Regulations. However, should the case be that it does constitute a Relevant Transfer then 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. ▇▇▇ ▇▇▇▇ 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 ▇▇▇ ▇▇▇▇, the Employment Equality (Age) Regulations 2006, the Equality ▇▇▇ ▇▇▇▇, the Human Rights ▇▇▇ ▇▇▇▇ 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 25.1 by all Staff and sub-contractors employed in the execution of this Agreement.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Commencement Date. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' and reasonable written notice shall must be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 . 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 Deployed ServicesServices to the Commissioner. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten ([10) ] Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 . The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Commissioner otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority Commissioner shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole 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 claim 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. ▇▇▇ ▇▇▇▇ 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 ▇▇▇ ▇▇▇▇, the Employment Equality (Age) Regulations 2006, the Equality ▇▇▇ ▇▇▇▇, the Human Rights ▇▇▇ ▇▇▇▇ 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. 41.3.1 39.1 The Parties parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier SERVICE PROVIDER shall and shall procure that any Sub-contractor shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld CUSTOMER before removing or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before replacing any member of the Key Personnel is removed or replaced from their corresponding role during the TermTerm (including when carrying out Exit and Service transfer arrangements, and, where possible, at least three (3) months' [three] months written notice shall must be provided by the Supplier SERVICE PROVIDER of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 39.2 The Supplier CUSTOMER shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of Key Personnel by the SERVICE PROVIDER or Sub-contractor. The CUSTOMER may interview the candidates for Key Personnel roles before such candidate is appointed to such role. 39.3 The SERVICE PROVIDER acknowledges that the Key Personnel are essential to the proper provision of the Deployed ServicesServices to the CUSTOMER. The Supplier SERVICE PROVIDER shall ensure that the role of any Key Personnel is not vacant for any longer than ten ([10) ] Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of 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. 41.3.3 39.4 The Supplier SERVICE PROVIDER shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority CUSTOMER otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To the extent that it can do so without disregarding its statutory obligations, the Supplier SERVICE PROVIDER shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 39.5 The Authority CUSTOMER may identify any of the roles performed by Supplier SERVICE PROVIDER Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed)Personnel, who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control ProcedureSERVICE PROVIDER. The Authority CUSTOMER may also require the Supplier SERVICE PROVIDER to remove any member of the Key Personnel that the Authority CUSTOMER considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment proceduresunsatisfactory. 41.3.5 39.6 The Authority CUSTOMER shall not be liable for the cost of replacing any member appointed to a Key Personnel rolerole and the SERVICE PROVIDER shall indemnify the CUSTOMER against all Employee Liabilities that may arise in this respect.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier Grantee shall obtain the prior written consent of the Authority Welsh Ministers (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier Grantee needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier Grantee of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier Grantee acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier Grantee shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier Grantee shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Welsh Ministers otherwise gives its give their prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier Grantee shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority Welsh Ministers may identify any of the roles performed by Supplier Grantee Personnel as Key Personnel for agreement by the Supplier Grantee (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier Grantee in accordance with the Change Control Procedure. The Authority Welsh Ministers may also require the Supplier Grantee to remove any member of the Key Personnel that the Authority considers Welsh Ministers consider in any respect unsatisfactory and the Supplier Grantee shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority Welsh Ministers shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 ‌ 12.1 Each party shall appoint the persons named as such in Schedule 5 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 12.2 The Supplier shall not remove or replace any of the Key Personnel as at unless: (a) requested to do so by the Effective Date. The Authority; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the Authority's satisfaction; (d) the person resigns from their employment with the Supplier; or (e) the Supplier shall obtain obtains the prior written consent of the Authority. 12.3 The Supplier shall inform the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to of the Supplier needing to take identity and background of any action as may reasonably be required in accordance with its employment procedures) before replacements for any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice as soon as a suitable replacement has been identified. The Authority shall be provided by entitled to interview any such person and may object to any such proposed appointment within [NUMBER] Working Days of being informed of or meeting any such replacement if, in its reasonable opinion, it considers the Supplier of its intention proposed replacement to replace be unsuitable for any member of Key Personnel from their corresponding rolereason. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 12.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten (10) [NUMBER] Working Days and that any Days. Any replacement shall be as as, or more more, qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has they have replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which . A temporary replacement shall be at least for identified with immediate effect from the expected duration Supplier or the Authority becoming aware of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnelbecoming vacant. 41.3.4 12.5 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove remove, or procure the removal of, any member of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 12.6 If the Supplier replaces the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for a consequence of this clause 12, the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Supplier.

Key Personnel. 41.3.1 3.10.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective DatePersonnel. The Supplier Service Provider shall and shall procure that any sub-contractor shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Customer before removing or delayed, but without prejudice to the Supplier needing to take replacing any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the TermContract Period, and, where possible, at least three (3) months' and written notice shall must be provided by the Supplier Service Provider of its intention to replace any member of Key Personnel from their corresponding rolewithin a minimum of three (3) Working Days of the Service Provider becoming aware that the Key Personnel will be unable to continue to contribute to the provision of the Services (for any reason whatsoever). 41.3.2 3.10.2 The Supplier Customer shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Service Provider or sub-contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. 3.10.3 The Service Provider acknowledges that the Key Personnel are essential to the proper provision of the Deployed ServicesServices to the Customer. The Supplier Unless otherwise agreed in writing between the Parties, the Service Provider shall ensure that the role of any Key Personnel is not vacant for any longer than ten three (103) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 3.10.4 The Supplier Service Provider shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority Customer otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)Approval. To the extent that it can do so without disregarding its statutory obligations, the Supplier Service Provider shall take such all reasonable steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 3.10.5 The Authority Customer may identify any of the roles performed by Supplier Personnel Staff as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed)Personnel, who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. Service Provider. 3.10.6 The Authority Customer may also require the Supplier Service Provider to remove any member of the Key Personnel that the Authority Customer considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 unsatisfactory. The Authority Customer shall not be liable for the cost of replacing any member appointed Key Personnel. 3.10.7 The Service Provider shall use its best endeavours to a ensure that the Key Personnel roleare contactable during Working Hours. 3.10.8 Subject to Clause 3.10.9, the Service Provider shall provide the Customer with a replacement to cover any periods of planned or unplanned absence of the Key Personnel. 3.10.9 If any of the Key Personnel shall be prevented by illness or injury from performing the Services, the Service Provider shall report the fact to the Customer in accordance with the Customer's policy in relation to such absence as notified to the Service Provider by the Customer from time to time and, in the case of an absence of uncertain duration, shall keep the Customer informed of its expected duration. Unless otherwise agreed in writing between the Parties, if the absence through illness or injury continues for more than [five (5) consecutive days], the Service Provider shall provide the Customer with a replacement for the period of absence. 3.10.10 The Parties agree that any costs of a change in Key Personnel under this Clause

Key Personnel. 41.3.1 ‌ 38.1 The Parties have agreed to Service Provider shall make available for the appointment provision of the Services the services of the Key Personnel as at in the Effective Datecapacities specified in Part I of schedule 11 (Employees). The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier Service Provider acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services and shall ensure that all Key Personnel have a minimum of six (6) Months’ relevant work experience. 38.2 The Service Provider will take all reasonable steps to ensure it retains the services of its Key Personnel and will not remove or change Key Personnel without TfL's prior written agreement, such agreement not to be unreasonably withheld or delayed. 38.3 The Service Provider shall promptly notify TfL if a member of Key Personnel leaves the employment of the Service Provider and shall include in such notice the reason for their leaving. 38.4 If the Service Provider replaces the Key Personnel for whatever reason, the cost of effecting such replacement shall be borne by the Service Provider (including, for the avoidance of doubt, any costs of training, induction or other efforts involved in bringing the replacement Key Personnel to the same level of knowledge as his or her predecessor with regard to the provision of the Services). The Supplier shall Service Provider will ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall will be as or more qualified and experienced as the previous incumbent of such role fully competent to carry out the tasks assigned to the Key Personnel which he or she has replaced within ten (10) Working Days of his/her commencing work on the Services. For the avoidance of doubt, nothing in this clause shall prevent the Service Provider from using temporary staff in the role of any Key Personnel while it is recruiting a permanent replacement, provided that the Service Provider complies with the provisions of this clause 38 in respect of such temporary staff. 38.5 Before assigning replacement Key Personnel, the Service Provider will provide TfL with a curriculum vitae and any other information about the individual as reasonably requested by TfL, subject to restrictions imposed by any Data Protection Laws. 38.6 If TfL reasonably considers that any member of the Service Provider’s Key Personnel (or their performance) is in any respect unsatisfactory then TfL may, by written notice to the Service Provider, request the Service Provider to take remedial action in relation to such member of Key Personnel. If within twenty (20) Working Days of such notice TfL reasonably considers that the matter is still unresolved then TfL will have the right, by written notice, to the Service Provider, to require the removal of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier that TfL considers unsatisfactory and the terms of clause 38.4 shall ensure that each apply in respect of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation replacement of that person's role (which shall be at least for the expected duration member of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 38.7 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel Service Provider shall provide job descriptions for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that positions to TfL on request which shall include as a minimum: (A) key accountabilities; (B) key competencies; (C) the Authority considers in any respect unsatisfactory and scope of each role; and (D) the Supplier shall take such action as may reasonably be minimum qualifications required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for to fulfil the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 ‌ 16.1 Each party shall appoint the persons named as such in Schedule 5 as the individuals who shall be responsible for the matters allocated to such Key Personnel. The Parties have agreed Key Personnel shall be those people who are identified by each party as being key to the appointment success of the implementation and/or operation of the Services and who shall be retained on the implementation and/or operation of the Services for such time as a person is required to perform the role which has been allocated to the applicable Key Personnel. The Key Personnel shall have the authority to act on behalf of their respective party on the matters for which they are expressed to be responsible. 16.2 The Service Provider shall not remove or replace any of the Key Personnel as at unless: (a) requested to do so by the Effective Date. The Supplier shall obtain University; (b) the person is on long-term sick leave; (c) the element of the Services in respect of which the individual was engaged has been completed to the University's satisfaction; (d) the person resigns from their employment with the Service Provider; or (e) the Service Provider obtains the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to University. 16.3 The Service Provider shall inform the Supplier needing to take University of the identity and background of any action as may reasonably be required in accordance with its employment procedures) before replacements for any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice as soon as a suitable replacement has been identified. The University shall be provided by entitled to interview any such person and may object to any such proposed appointment within ten (10) Working Days of meeting any such replacement if, in its reasonable opinion, it considers the Supplier of its intention proposed replacement to replace be unsuitable for any member of Key Personnel from their corresponding rolereason. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier 16.4 Each party shall ensure that the role of any each of its Key Personnel is not vacant (in terms of a permanent representative) for any longer more than ten five (105) Working Days and that any Days. Any replacement shall be as as, or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he they have replaced. A temporary replacement shall be identified with immediate effect from the Service Provider or she has replacedthe University becoming aware of the role becoming vacant. 41.3.3 16.5 The Supplier shall ensure that each University may require the Service Provider to remove, or procure the removal of, any of its Key Personnel whom it considers, in its reasonable opinion, to be unsatisfactory for any reason which has a material impact on such person's responsibilities. 16.6 If the Service Provider replaces the Key Personnel shall work for such as a period consequence of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel))this clause 16, unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel roleeffecting such replacement shall be borne by the Service Provider.

Key Personnel. 41.3.1 The Parties have agreed (a) Supplier must ensure that the Key Personnel named in Item 9 of Schedule 1 are directly involved in the provision of the Services and are available to provide the Services as set out in Schedule 2. If Supplier engages any people other than the Key Personnel to assist with the provision of the Services, they must be supervised by and report directly to the appointment Key Personnel. (b) Supplier must not remove or replace any Key Personnel without first providing written notification to LOC: (i) if it is necessary to replace any of the Key Personnel, Supplier must immediately notify LOC; (ii) Supplier must consult with LOC to arrange for replacement of the relevant Key Personnel by a person of comparable experience, suitability and competence in accordance with the Succession Plan or as otherwise agreed by LOC; (iii) any person to be appointed to replace any of the Key Personnel as at the Effective Date. The Supplier shall obtain are subject to the prior written consent approval of the Authority (such consent LOC, which approval may not to be unreasonably withheld or delayed, but without prejudice withheld; (c) Supplier agrees that LOC may elect to the Supplier needing to take engage any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, directly where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of such Key Personnel from their corresponding rolehave been replaced by Supplier under this clause. 41.3.2 The (d) Supplier acknowledges the importance of succession planning and warrants that it can comply with the Succession Plan as set out in Schedule 5. (e) Supplier must ensure that the Key Personnel are essential perform and faithfully serve Supplier for the benefit of LOC and use their best endeavours at all times to promote, develop and extend the proper provision business of the Deployed Services. The Supplier shall LOC, and must ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days follow the reasonable directions and that any replacement shall be as or more qualified and experienced as requirements specified by the previous incumbent LOC Representative in accordance with the terms of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replacedthis Agreement. 41.3.3 The (f) In order to discharge its obligations under this Agreement, Supplier shall ensure that each of may require the Key Personnel shall work for such a period to perform duties outside and in addition to the normal business hours of time LOC in the performance of the Deployed Services Services. It is agreed that is commensurate with and sufficient the payment by LOC to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take constitute full compensation for all such steps work performed, unless otherwise specified, and as are reasonably necessary such, no additional compensation will be payable by LOC to ensure that it retains the services of all Supplier or the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective DatePersonnel. The Supplier shall, and shall procure that any sub-contractor shall, obtain the prior written consent approval of the Authority (such consent not to be unreasonably withheld ConstructionSkills before removing or delayed, but without prejudice to the Supplier needing to take replacing any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the TermContract Period, and, where wherever reasonably possible, at least three (3) two months' written notice shall be provided by the Supplier of its intention to replace any member Key Personnel. ConstructionSkills shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel from their corresponding role. 41.3.2 by the Supplier or sub-contractor. ConstructionSkills shall be entitled to interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that that, where they are specified, the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be appointed in compliance with Clauses 2.4.1 and 2.4.2 above and shall be as or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role member of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which . ConstructionSkills shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not entitled to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority ConstructionSkills considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority 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 Key Personnel. ConstructionSkills may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises:- any member appointed 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. Throughout the Contract Period and for a Key Personnel roleperiod 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. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of Supplier shall ensure that the Key Personnel as fulfil the Key Roles at all times during the Term. Attachment 9.2 (Key Personnel) of the 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 Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayedBuyer may identify any further roles as being Key Roles and, but without prejudice following agreement to the Supplier needing same by the Supplier, the relevant person selected to take any action as may reasonably be required in accordance with its employment procedures) before any member of the fill those Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice Roles shall be provided by included on the Supplier of its intention to replace any member list of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed ServicesPersonnel. The Supplier shall ensure that the role of not remove or replace any Key Personnel (including when carrying out Exit Management) unless: requested to do so by the Buyer; the person concerned resigns, retires or dies or is not vacant 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 is terminated for any longer than ten (10) Working Days and that any replacement shall be as material breach of contract by the employee; or more qualified and experienced as the previous incumbent of such role to carry out Supplier obtains the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its Buyer’s prior written consent (such consent not to be unreasonably withheld or delayed). To The Supplier shall: notify the extent that it can do so without disregarding its statutory obligationsBuyer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of 2 weeks or less, in which case the Supplier shall take such steps as are reasonably necessary to ensure appropriate temporary cover for that Key Role); ensure that it retains any Key Role is not vacant for any longer than 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 services cases of all death, unexpected ill health or a material breach of the Key Personnel. 41.3.4 ’s employment contract, this will mean at least 60 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 performance of the 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. The Authority Parties agree that: the Supplier shall both during and after the Term indemnify the Buyer against all Employee Liabilities that may identify 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 Buyer shall both during and after the Term indemnify the Supplier against all Employee Liabilities that may arise as a result of any claims brought against the Supplier by any person where such claim arises from any act or omission of the Buyer or any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed)Buyer’s employees, who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory agents, consultants and the Supplier shall take such action as may reasonably be required in accordance with its employment procedurescontractors. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 C2.1 The Parties have agreed Service Provider's Key Personnel for the provision of the Services are set out in Item 6 of Schedule A. The delivery of the Services shall be undertaken or directly overseen by the Key Personnel. C2.2 The Service Provider shall not without the prior written approval of Power to the appointment of Change make any changes to the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent for a particular phase of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding roleServices. 41.3.2 C2.3 The Supplier acknowledges Service Provider shall undertake all reasonable steps to ensure that the Key Personnel will remain for the full period of the relevant phase of the Services for which they are essential appointed. In the event of a Key Personnel’s sickness or other emergencies. the Service Provider must consult with Power to Change, and if required provide suitably qualified and experienced replacement personnel who are acceptable to Power to Change without additional charge or expense at the earliest possible opportunity. C2.4 If, for any other reasons, changes in the Key Personnel become necessary: C2.4.1. in the reasonable opinion of Power to Change due to such person's misconduct or repeatedly substandard work, then the Service Provider will provide replacement Key Personnel at the earliest opportunity (or at least within the reasonable time period specified by Power to Change) and at no additional cost to Power to Change; or C2.4.2. at the Service Provider's request, then such changes shall be subject to a minimum of ten working days written notice by the Service Provider to Power to Change in the first twenty elapsed working days of the Contract and twenty working days written notice any time thereafter and the Key Personnel must be provided at no additional cost to Power to Change. C2.5 Subject always to the proper provision provisions of Clause C1.1, in the event that the Service Provider having provided Power to Change with a number of alternatives is unable to provide replacement Key Personnel with the appropriate skills who are acceptable to Power to Change within sufficient time to enable the Service Provider to complete the delivery of the Deployed ServicesServices on time then Power to Change following consultation with the Service Provider may obtain replacement personnel from other sources or terminate the Contract at its discretion. In event of termination Power to Change shall only be liable for work completed by the Service Provider up to the date of the termination and any committed costs which cannot be mitigated by the Service Provider on receiving the notice of termination. Such termination does not restrict any other rights Power to Change may have under this Contract or by law. C2.6 The Supplier parties shall ensure that the role of any Key Personnel discuss and agree whether a handover period is not vacant required and if so for any longer how long (but for no greater than ten (10) Working Days and that any replacement working days), whereupon the Service Provider shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of provide both the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment proceduresreplacement personnel during this period at no extra charge. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Supplier shall and shall procure that any Sub-Contractor shall obtain Approval before removing or replacing any Key Personnel as at during the Effective DateContract Period. The Supplier shall obtain use its best endeavours to provide the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance Customer with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' one month's written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its consent to the removal or appointment of a replacement for any relevant Key Personnel from their corresponding role. 41.3.2 by the Supplier or Sub-Contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Deployed ServicesServices to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten ([10) ] Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority Customer may also require the Supplier to remove any member of the Key Personnel that the Authority Customer considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 unsatisfactory. The Authority Customer shall not be liable for the cost of replacing any Key Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member appointed 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 the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and business addresses of all persons who will require admission to the Customer’s Premises in connection with the Contract, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s 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 Customer’s Premises. If the Supplier fails to comply with clause within two [2] Months of the date of the request, the Customer may terminate the 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 the Customer. The decision of the Customer 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 shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found by the Supplier to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a policy check with the records held by DfE; conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. OFFERS OF EMPLOYMENT During the Contract Period and for a period of twelve [12] Months thereafter neither the Customer 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. This clause shall not apply where the staff in question have replied to a Key Personnel rolebona fide advertisement. TUPE The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will not be a "Relevant Transfer" to which TUPE will apply in relation to any employees of the Customer. In the circumstances, the Customer and the Supplier agree that no employees of the Customer will transfer to the Supplier by virtue of the operation of TUPE or the Acquired Rights Directive. If any employee of the Customer claims or it is determined that his contract of employment has been transferred from the Customer to the Supplier pursuant to TUPE or the Acquired Rights Directive then: The Supplier will, within seven (7) Days of becoming aware of that fact, give notice in writing to the Customer; The Customer may offer employment to such person within twenty one (21) Days of the notification by the Supplier or take such other steps as it considers appropriate to deal with the matter; If such offer is accepted (or if the situation has otherwise been resolved by the Customer), the Supplier shall immediately release the person from his employment; If after the twenty one (21) Day period has elapsed, no such offer of employment has been made or such offer has been made but not accepted, or the situation has not otherwise been resolved, the Supplier may within seven (7) Days give notice to terminate the employment of such person; Subject to clause 17.29 and subject to the Supplier acting in this way or in such other way as may be agreed between the Customer and the Supplier, the Customer will indemnify the Supplier against all Employee Liabilities arising out of such termination provided the Supplier complies with all applicable proper employment procedures. If such person is neither re‑employed by the Customer nor dismissed by the Supplier within the time scales set out in this clause 17.28 such person will be treated as having transferred to the Supplier by virtue of the operation of TUPE and the Supplier shall comply with such obligations as may be imposed upon it under TUPE or otherwise by Law. The indemnity in clause 17.28.5 shall only apply where the notification referred to in clause 17.28.1 is made by the Supplier to the Customer within six (6) months of the Relevant Transfer Date.] Pre-service TRANSFER obligations The Supplier agrees that, subject to compliance with the Data Protection Legislation: within twenty (20) Working Days of the earliest of: receipt of a notification from the Customer of a Service Transfer or intended Service Transfer; or receipt of the giving of notice of early termination of this Contract or any part thereof; or the date which is twenty four (24) Months before the due expiry date of this Contract, it shall provide the Supplier's Provisional Staff List which the Supplier believes will transfer to the Customer or the Replacement Supplier (as the case may be), together with Staffing Information in relation to such employees and it will provide an updated Supplier's Provisional Staff List at such intervals as are reasonably requested by the Customer; at least ten (10) Working Days prior to the Service Transfer Date, the Supplier shall provide to the Customer for itself or on behalf of any Replacement Supplier (as the case may be) a final list of Transferring Supplier Employees which shall transfer under TUPE (the “Supplier’s Final Staff List”); and the Customer shall be permitted to use and disclose information provided by the Supplier under clause 18.1 for informing any tenderer or other prospective Replacement Supplier for any services which are substantially the same type of services (or any part thereof) as the Services. The Supplier’s Final Staff List will identify which of the Staff named are Transferring Supplier Employees. The provision of personal data regarding those individuals detailed on the Supplier’s Final Staff List is subject to the consent of such individuals (which the Supplier will use its reasonable endeavours to obtain) and being mindful that the final "Personalised List" can change up to the date of transfer or in the absence of such individual's approval, the Supplier’s Final Staff List being suitably anonymised so as to comply with the DPA. The Supplier warrants that the information provided under clause 18.1 and 18.2 of this schedule shall be true and accurate. From the date of the earliest event referred to in clauses 18.1.1.1 to 18.1.1.3 (inclusive), the Supplier agrees that it shall not, and agrees to procure that its Sub-Contractors shall not, other than in the ordinary course of business, in respect of those employees engaged in the provision of the Services: replace or re-deploy any such employee other than where any replacement is of equivalent grade, skills, experience and expertise; or make, promise, propose or permit any changes to their terms and conditions of employment (including any payments connected with the termination of employment). increase the proportion of working time spent on the Services (or the relevant part) by any of the Staff save for fulfilling assignments and projects previously scheduled and agreed; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any employees listed on the Supplier’s Provisional Staff List; increase or reduce the total number of employees so engaged, replace any Staff listed on the Supplier’s Provisional Staff List or deploy any other person to perform the Services (or the relevant part) or terminate or give notice to terminate the employment or contracts of any persons on the Supplier’s Provisional Staff List save for: the execution of assigned operations as detailed in 18.4.3; and/or replacing voluntary resignations or Staff terminated by due disciplinary process to satisfy the fulfilment of previously agreed work streams provided that any replacement is employed on the same terms and conditions of employment as the person he/she replaces; The Supplier will promptly notify or as appropriate will procure that the Sub-Contractor will promptly notify the Customer or, at the direction of the Customer, the Replacement Supplier of any notice to terminate employment given by the Supplier or any Supplier Party or received from any persons listed on the Supplier’s Provisional Staff List regardless of when such notice takes effect. During the Contract Period, the Supplier will provide to the Customer any information the Customer may reasonably require relating to any individual employed, assigned or engaged in providing the Services (subject to any limitations imposed by the DPA) including without limitation the Staffing Information and, upon reasonable request by the Customer and subject only to any limitation imposed by the DPA, the Supplier will provide, and will procure that it will provide, the Customer or at the request of the Customer, the Replacement Supplier, with access (on reasonable notice and during normal working hours) to such employment records as the Customer reasonably requests and will allow the Customer or the Replacement Supplier to have copies of any such documents. Within seven (7) Working Days following the Service Transfer Date, the Supplier will provide to the Customer or any Replacement Supplier, in respect of each person on the Supplier’s Final Staff List who is a Transferring Supplier Employee: the most recent Month's copy pay slip data; details of cumulative pay for tax and pension purposes; details of cumulative tax paid; tax code; details of any voluntary deductions from pay; and bank/building society account details for payroll purposes. TUPE EXIT PROVISION The Customer shall determine whether or not based upon a reasonable assessment of the facts a Service Transfer is a situation to which TUPE and/or the Acquired Rights Directive may apply. In circumstances where it is so reasonably determined, it is agreed the Customer or a Replacement Supplier would inherit liabilities in respect of employees of the Supplier or any Sub-Contractor engaged in the provision of the Services and, accordingly, the provisions in clause 19 shall apply. The Customer and the Supplier will proceed on the basis that the commencement of the provision of the Services by the Supplier under this Contract will be a “Relevant Transfer” to which TUPE and/or the Acquired Rights Directive will apply. The Customer and the Supplier further agree that, as a result of the operation of TUPE, the contracts of employment between the Supplier and the Transferring Supplier Employees (except in relation to any contract terms relating to occupational pension schemes) will have effect from the Service Transfer Date as if originally made between the Replacement Supplier and each such Transferring Supplier Employee. The Supplier shall, and shall procure that any Sub-Contractor shall, perform and discharge all its obligations in respect of all the Transferring Supplier Employees up to and including the Service Transfer Date and any necessary apportionments in respect of any periodic payments due to them will be made. The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against all Employee Liabilities arising from the Supplier's, or any Sub-Contractor's, failure to perform and discharge any such obligation. The Supplier shall indemnify the Customer for itself and on behalf of any Replacement Supplier against any Employee Liabilities in respect of the Transferring Supplier Employees arising from or as a result of: any act or omission by the Supplier or any Sub-Contractor occurring on or before the Service Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Supplier or any Sub-Contractor other than a Transferring Supplier Employee for which it is alleged that the Customer or any Replacement Supplier may be liable by virtue of this Contract and/or TUPE and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Supplier Employee or any appropriate employee representative (as defined in TUPE) of any Transferring Supplier Employee relating to any act or omission of the Supplier or any Sub-Contractor in relation to its or their obligations under TUPE whether occurring before, on or after the Service Transfer Date including any claim relating to its or their obligations under Regulation 13 of TUPE or in respect of an award of compensation under Regulation 15 of except to the extent that the liability arises from the Customer's or any Replacement Supplier's failure to comply with Regulation 13(4) of TUPE; any statement communicated to or action undertaken by the Supplier to, or in respect of, any Transferring Supplier Employee on or before the Service Transfer Date regarding the Service Transfer which has not been agreed in advance with the Customer in writing. his/her employment or its termination arising or occurring after the Service Transfer Date in respect of a matter referred to in Clause 19.4.3 above; in relation to any proposed change by the Supplier in the working conditions or terms of employment of any Transferring Supplier Employees to take effect after the Service Transfer Date (including any claim for constructive dismissal), whether such change is proposed to take effect before or after the Service Transfer Date; and

Key Personnel. 41.3.1 40.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 40.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 40.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 40.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 40.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 35.1 The Parties have agreed to Service Provider shall make available for the appointment provision of the Services the services of the Key Personnel as at the Effective DatePersonnel. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier Service Provider acknowledges that the Key Personnel are essential to the proper provision of the Deployed ServicesServices and shall ensure that all Key Personnel have appropriate relevant work experience. 35.2 The Service Provider shall provide job descriptions (“Job Descriptions”) for the Key Personnel positions to TfL promptly on request which shall include as a minimum: (A) key accountabilities; (B) key competencies; (C) the scope of each role; and (D) the minimum qualifications and experience required to fulfil the role. 35.3 The Job Descriptions shall be subject to approval by TfL. 35.4 The Service Provider will ensure that each of the Key Personnel devotes their time and effort exclusively to the performance of the Services save to the extent set out in schedule 11 (Key Personnel). The Supplier Service Provider will take all reasonable steps to ensure it retains the Key Personnel, save to the extent set out in schedule 11 (Key Personnel), and will not remove or change Key Personnel without TfL's prior written agreement, except that such consent is not required in respect of any removal of Key Personnel where due to dismissal, resignation, illness or other significant personal circumstances. 35.5 The Service Provider shall promptly notify TfL if a member of Key Personnel leaves the employment of the Service Provider (including, for the avoidance of doubt, where such member is a secondee to the Service Provider whose secondment ends) and shall include in such notice the reason for their leaving unless prevented by law or a binding obligation of confidentiality. 35.6 The Service Provider will ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall will be as or more qualified and experienced as the previous incumbent of such role fully competent to carry out the tasks assigned to the Key Personnel which he or she has replaced within ten (10) Working Days of his/her commencing work on the Services. For the avoidance of doubt, nothing in this clause shall prevent the Service Provider from using temporary staff in the role of Key Personnel while it is recruiting a permanent replacement, provided that the Service Provider complies with the provisions of this clause 35 in respect of such temporary staff. 35.7 Before assigning replacement Key Personnel, the Service Provider will provide TfL with a curriculum vitae and any other information about the individual as requested by TfL. 35.8 If TfL, acting reasonably, considers any Key Personnel unsatisfactory in any respect then TfL may, by written notice to the Service Provider, request the Service Provider to take remedial action in relation to such member of Key Personnel. If within twenty (20) Working Days of such notice TfL reasonably considers that the matter is still unresolved then TfL will have the right, by written notice to the Service Provider, to require the removal of such member of Key Personnel whom he or she has replacedwith immediate effect, and the terms of clause 35.6 shall apply in respect of replacement of that member of Key Personnel. The exercise of this right will not relieve the Service Provider of its obligations under this Agreement. 41.3.3 The Supplier 35.9 TfL shall ensure that each from time to time notify the Service Provider of the Key Personnel shall work for such a period key points of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least contact for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.Services within TfL.

Key Personnel. 41.3.1 The Where the Parties have agreed to the appointment of the Supplier Key Personnel as at the Effective DateSupplier will advise the University of any planned or actual changes in the Supplier Key Personnel in writing. The Supplier shall appoint the Supplier’s Representative specified in the Order Form who shall have the authority to contractually bind the Supplier on all matters relating to this Contract. The Supplier shall ensure continuity of the Supplier’s Representative. The Supplier shall obtain the prior written consent of the Authority University before removing or replacing any member of the Supplier Key Personnel from their corresponding role (such consent not to be unreasonably withheld or delayed, but without prejudice ). The University shall not unreasonably delay or withhold its consent to the Supplier needing appointment of a replacement to take any action as may reasonably be required in accordance with its employment procedures) before any relevant member of the Supplier Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 Supplier. The Supplier acknowledges that the Supplier Key Personnel are essential to the proper provision of the Deployed ServicesGoods and/or the Services to the University. The Supplier shall ensure that the role of any Supplier Key Personnel is not vacant for any longer than ten (10) Working Days material period of time that impacts on the supply of the Goods and/or the Services or any of the Supplier’s obligations pursuant to this Contract. The Supplier shall further ensure and that any replacement shall be as or more qualified and than and/or experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Supplier Key Personnel whom he or she has replaced. 41.3.3 . The Supplier shall ensure that each of the Supplier Key Personnel shall work have worked for such a period of time in the performance provision of the Deployed Goods and/or the Services that is commensurate with and sufficient to perform the obligation of that person's ’s role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority University otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed)consent. To Unless specified in the extent that it can do so without disregarding its statutory obligationsOrder Form, the University and the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may will identify any of the those roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not that are to be unreasonably withheld or delayed)Supplier Key Personnel, who where they have the reasonable opinion that such Supplier Personnel are undertaking a significant role in relation to the provision of the Goods and/or the Services. Such Supplier Personnel will then be included on the list of Supplier Key Personnel by the Supplier in accordance with the Change Control ProcedureSupplier. The Authority University may also require request (consent not to be unreasonably withheld) the Supplier to remove and replace any member of the Supplier Key Personnel that the Authority it considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably to be required in accordance with its employment procedures. 41.3.5 unsatisfactory. The Authority University shall not be liable for the cost of replacing any member appointed to a Supplier Key Personnel rolerole and the Supplier shall indemnify and hold harmless the University against all Employee Liabilities that may arise or be claimed in this respect including reasonable legal fees, costs, expenses, fines, penalties, disbursements and any other applicable losses.

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Supplier shall and shall procure that any Sub-contractor shall obtain Approval before removing or replacing any Key Personnel as at during the Effective DateContract Period. The Supplier shall obtain provide the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance Customer with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' one month's written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its consent to the removal or appointment of a replacement for any relevant Key Personnel from their corresponding role. 41.3.2 by the Supplier or Sub‑contractor. The Customer may interview the candidates for Key Personnel positions before they are appointed. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Deployed ServicesServices to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority Customer may also require the Supplier to remove any member of the Key Personnel that the Authority Customer reasonably considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 unsatisfactory. The Authority Customer shall not be liable for the cost of replacing any Key Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Premises: any member appointed 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 the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to the Premises in connection with the Contract, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Customer may reasonably request. 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. If the Supplier fails to comply with clause 15.2 within two (2) Months of the date of the request, the Customer may terminate the 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 the Customer. The decision of the Customer 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 15.2 shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found by the Supplier to have any Relevant Convictions (whether as a result of a police check or through the Criminal Records Bureau procedures or otherwise), is employed or engaged in any part of the provision of the Services without Approval. For each member of Staff who, in providing the Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-contractor shall): carry out a policy check with the records held by DfES; conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Criminal Records Bureau, and the Supplier shall not (and shall ensure that any Sub-contractor shall not) engage or continue to employ in the provision of the Services any person who has a Relevant Conviction or an inappropriate record. OFFERS OF EMPLOYMENT During the Contract Period and for a period of twelve (12) Months thereafter neither the Customer 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. This clause 16 shall not apply where the staff in question have replied to a Key Personnel rolebona fide advertisement. [Note to customers: Please consider the application of TUPE and how this can be dealt with under the contract.] TRAINING The Supplier shall provide training to the Customer's personnel in accordance with paragraph 3.6 of the Order Form (if any) in respect of the use and maintenance of the Services. The Contract Charges shall include the cost of any training and instruction of the Customer's personnel in the use and maintenance of the Services. STAFFING SECURITY The Supplier shall comply with the Staff Vetting Procedures in respect of all Staff employed or engaged in the provision of the Services. The Supplier confirms that all Staff employed or engaged by the Supplier at the Commencement Date were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures. The Supplier shall provide training on a continuing basis for all Staff employed or engaged in the provision of the Services in compliance with the Security Policy and Security Management Plan. The Supplier agrees that it will not require that the persons engaged by any Sub-contractor obtain Clearance who have not previously held Clearance except where there is an urgent priority requirement including: Clearance being genuinely necessary and proportionate; or the work must be completed by the relevant person within 30 days (in relation to Defence Vetting Agency Security Checks and Defence Vetting Agency Counter Terrorist Checks ("CTC") and 100 days (in relation to Defence Vetting Agency Developed Vetting) of the Commencement Date; or the role of the Sub-contractor requires immediate and routine unsupervised access to: sites or persons at risk of terrorist attack, in which case a CTC can be required; or assets protectively marked as at least SECRET. Save in respect of the circumstances set out in clause 18.3 above in the event that it will take longer for the Supplier to carry out the work than to secure Clearance, the Customer's existing practices for escorting and supervising un‑cleared Sub-contractors will be followed until such time as the Sub-contractor's Clearance is confirmed. Where the persons engaged by a Sub-contractor have previously held Clearance, the Supplier may consider such person's Clearance as current if that person has not worked continuously on jobs where Clearance is required, only where the following conditions are met: that person's existing Clearance is not more than three years old in relation to non List x or five years old in relation to List x; the Sub-contractor has worked on a job where the clearance was required in the past 12 months; or the Sub-contractor has not resided overseas for more than six months since its last cleared post. INTELLECTUAL PROPERTY RIGHTS Save as expressly granted elsewhere under the Contract: the Customer shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or its licensors, including: the Documentation; or the Supplier Pre-Existing IPR, and the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Customer or its licensors, including: ; the Customer Pre-Existing IPR; the Project Specific IPR; Where either party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in clause 19.1, it shall assign in writing such Intellectual Property Rights as it has acquired to the other party on the request of the other party (whenever made). The Supplier shall not, and shall procure that the Staff shall not, (except when necessary for the performance of the Contract) without Approval, use or disclose any of the, Customer's Pre-Existing IPR, or the Project Specific IPRs to any third party. The Supplier hereby grants, or shall procure the direct grant, to the Customer (and the Replacement Supplier) of a transferrable, irrevocable, sub-licensable, non-exclusive, royalty free licence to use the Supplier Pre-Existing IPR and the Documentation so far as is necessary for the Customer to receive the Services and make use of the services provided by the Replacement Supplier. The Supplier hereby assigns to the Customer, with full title guarantee, title to and all rights and interest in the Project Specific IPRs or shall procure that the first owner of the Project Specific IPRs assigns them to the Customer on the same basis. Such assignment shall either take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Project Specific IPRs, as appropriate. The Supplier shall waive or procure a waiver of any moral rights in the Project Specific IPRs assigned to the Customer under this Contract. The Customer hereby grants to the Supplier a non-exclusive, non-assignable licence to use the, Customer's Pre-Existing IPR and the Project Specific IPRs during the Contract Period for the sole purpose of enabling the Supplier to provide the Services. Such licence: includes the right to grant sub-licences to Sub-contractors provided that any relevant Sub-contractor has entered into a confidentiality undertaking with the Supplier on the same terms as set out in clause 20.6 (Confidentiality); and is granted solely to the extent necessary for performing the Services in accordance with this Contract. The Supplier shall not, and shall procure that the Sub-contractors do not, use the licensed materials for any other purpose or for the benefit of any person other than the Customer. In the event of the termination or expiry of this Contract, the licence referred to in clause 19.6 and any sub-licence granted in accordance with clause 19.6.1 shall terminate automatically and the Supplier shall deliver to the Customer all material licensed to the Customer pursuant to clause 19.6 in the Supplier's possession or control. With exception of commercially available IPRs, prior to using any third party IPRs in connection with the supply of the Services, the Supplier shall submit all details of such third party IPRs as the Customer may request to the Customer for Approval ("Request for Approval"). The Supplier shall provide the Customer with details of any third party licence required by the Supplier and/or the Customer in order for the Supplier to carry out its obligations under the Contract using the third party IPRs in the Request for Approval. The Customer reserves the right to withhold Approval in the event that it does not agree to the terms of the third party licence or where any additional charges will be incurred. Where the Supplier is granted Approval to use the third party IPRs set out in a Request for Approval, the Supplier shall procure that the owner of such third party IPRs grants to the Customer a licence upon the terms informed to the Customer in the Request for Approval. The Supplier shall on demand, during and after the Contract Period, indemnify and keep indemnified and hold the Customer and the Crown harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or the Crown may suffer or incur as a result of any claim that the rights granted to the Customer pursuant to this Contract and/or the performance by the Supplier of the Services and/or supply of the Deliverables and/or the possession or use by the Customer of the Deliverables infringes or allegedly infringes a third party's Intellectual Property Rights ("Claim") except where the Claim arises from: items or materials based upon designs supplied by the Customer; or the use of data supplied by the Customer which is not required to be verified by the Supplier under any provision of the Contract. The Customer shall notify the Supplier in writing of the Claim and the Customer shall not make any admissions which may be prejudicial to the defence or settlement of the Claim. The Supplier shall at its own expense conduct all negotiations and any litigation arising in connection with the Claim provided always that the Supplier: shall consult the Customer on all substantive issues which arise during the conduct of such litigation and negotiations; shall take due and proper account of the interests of the Customer; and shall not settle or compromise the Claim without Approval (not to be unreasonably withheld or delayed). If a Claim is made in connection with the Contract or in the reasonable opinion of the Supplier is likely to be made, the Supplier shall immediately notify the Customer and, at its own expense and subject to Approval (not to be unreasonably withheld or delayed), use its best endeavours to: modify the relevant part of the Services, the Deliverables without reducing the performance or functionality of the same, or substitute alternative services or deliverables of equivalent performance and functionality, so as to avoid the infringement or the alleged infringement, provided that the provisions herein shall apply with any necessary changes to such modified services or deliverables or to the substitute services or deliverables; or procure a licence to use and supply the Services, which are the subject of the alleged infringement, on terms which are acceptable to the Customer, and in the event that the Supplier is unable to comply with clauses 19.11.1 or 19.11.2 within 20 Working Days of receipt of the Supplier's notification the Customer may terminate the Contract with immediate effect by notice in writing and the Supplier shall, upon demand, refund the Customer with all monies paid in respect of the Services, that is subject to the Claim. The Supplier's compliance with clause 19.11 shall be at its own expense and the Supplier shall be liable for all costs and expenses that the Customer may incur resulting from the Customer's compliance with clause 19.11. In the event that a modification or substitution in accordance with clause 19.11.1 is not possible so as to avoid the infringement, or the Supplier has been unable to procure a licence in accordance with clause 19.11.2 the Customer shall be entitled to delete the relevant Service, Deliverable from the Contract.

Key Personnel. 41.3.1 8.2.1 Schedule 2 contains a list of the Key Personnel whom the Sub-Provider proposes to use to perform its obligations under this Agreement. The Parties have agreed Sub-Provider must use reasonable endeavours to retain those people to provide the Sub-Provider Services during the term of this Agreement (or such lesser period as is set out in Schedule 2). 8.2.2 The Sub-Provider shall advise PASSL if any of the people specified in Schedule 2 cease to be available to work in the provision of the Sub-Provider Services under this Agreement. With that notification shall be details of the proposed replacement for the Key Personnel, who shall be a person of appropriate ability, experience and qualifications and who on appointment shall be deemed to be a Key Personnel for the purposes of this Clause 8.2. If at any time PASSL or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇ reasonably and in good faith objects to the appointment of the Key Personnel as at the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during Personnel, the Term, and, where possible, at least three Sub-Provider shall consult with PASSL and (3if required by PASSL) months' written notice shall be provided by ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇ and in good faith consider the Supplier of its intention to replace any member of Key Personnel from their corresponding roleobjection. 41.3.2 The Supplier acknowledges 8.2.3 If: (i) PASSL determines, acting reasonably, that the Sub-Provider's employees (including the Key Personnel Personnel) detrimentally affect the Sub-Provider Services or Prime Services, are essential not Final execution conducive to the proper performance of the Sub-Provider Services or Prime Services or are disruptive to PASSL or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇' business; or (ii) any employees (including the Key Personnel) of the Sub-Provider are reasonably suspected by PASSL or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇ of any criminal activity, including but not limited to fraud or theft, PASSL may request that the Sub-Provider not use such employee in connection with the provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as Sub-Provider Services or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of obligations under this Agreement and replace that person with a qualified individual. Upon such request the Deployed Services Sub-Provider shall promptly investigate the cause of PASSL or ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇' complaint, in good faith, and if found to be valid, will not use that is commensurate person in connection with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration provision of the role set out Sub-Provider Services or the performance of its obligations and shall replace that person within a reasonable time period of PASSL's request. Nothing in Schedule 3.4 (Key Personnel)), unless this Clause 8.2 requires the Authority otherwise gives its prior written consent (such consent not Sub-Provider to be unreasonably withheld or delayed). To terminate the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services employment of all the Key Personnelany employee. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.

Key Personnel. 41.3.1 C.2.1 The Parties have agreed to the appointment of the Service Provider’s Key Personnel as at for the Effective Date. The Supplier shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld or delayed, but without prejudice to the Supplier needing to take any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding role. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role are set out in Item 6 of Schedule 3.4 (Key Personnel)), unless A. The delivery of the Authority otherwise gives its prior written consent (such consent not to Services shall be unreasonably withheld undertaken or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all directly overseen by the Key Personnel. 41.3.4 C.2.2 The Authority may identify Service Provider shall not without the prior written approval of ▇▇▇▇ make any of changes to the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not term of the Contract. C.2.3 The Service Provider shall undertake all reasonable steps to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of ensure that the Key Personnel will remain for the term of the Contract. In the event of a Key Personnel’s sickness or other emergencies, the Service Provider must consult DANI, and if required provide suitably qualified and experienced replacement personnel who are acceptable to DANI without additional charge or expense at the earliest possible opportunity. C2.4 If, for any other reasons, changes in the Key Personnel become necessary: C2.4.1 in the reasonable opinion of ▇▇▇▇ due to such person’s misconduct or repeatedly substandard work, then the Service Provider will provide replacement Key Personnel at the earliest opportunity (or at least within the reasonable time period specified by ▇▇▇▇) and no additional cost to DANI; or C2.4.2 at the Service Provider’s request, then such changes shall be subject to a minimum of twenty working days written notice by the Service Provider and the Key Personnel must be replaced at no additional cost to ▇▇▇▇. C2.5 Subject always to the provisions of Clause C1.1, in the event that the Authority considers in any respect unsatisfactory and service Provider having provided ▇▇▇▇ with a number of alternatives is unable to provide replacement Key Personnel with the Supplier appropriate skills who are acceptable to ▇▇▇▇ within sufficient time to enable the Service Provider to complete the delivery of the Services on time then DANI following consultation with the service Provider may obtain replacement personnel from other sources or terminate the Contract at its discretion. In event of termination DANI shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not only be liable for work completed by the cost Service Provider up to the date of replacing the termination and any member appointed to committed costs which cannot be mitigated by the Service Provider on receiving the notice of termination. Such termination does not restrict any other right DANI may have under this Contract or by law. C2.6 The parties shall discuss and agree whether a Key Personnel role.handover period is required and if so for how long (but for no greater than ten

Key Personnel. 41.3.1 The Parties have agreed to the appointment of the Key Personnel as at the Effective DatePersonnel. The Supplier shall and shall procure that any Sub-Contractor shall obtain the prior written consent of the Authority (such consent not to be unreasonably withheld Approval before removing or delayed, but without prejudice to the Supplier needing to take replacing any action as may reasonably be required in accordance with its employment procedures) before any member of the Key Personnel is removed or replaced from their corresponding role during the Term, and, where possible, Contract Period. The Supplier shall provide the Customer with at least three one (31) months' Month's written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel. The Customer shall not unreasonably delay or withhold its Approval to the removal or appointment of a replacement for any relevant Key Personnel from their corresponding role. 41.3.2 by the Supplier or Sub-Contractor. The Supplier acknowledges that the persons designated as Key Personnel from time to time are essential to the proper provision of the Deployed ServicesGoods and/or Services to the Customer. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as qualified and experienced or more qualified and experienced as the previous incumbent of such role and fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority Customer may also require the Supplier to remove any member of the Key Personnel that the Authority Customer considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 unsatisfactory. The Authority Customer shall not be liable for the cost of replacing any Key Personnel. SUPPLIER'S STAFF The Customer may, by written notice to the Supplier, refuse to admit onto, or withdraw permission to remain on, the Customer’s Premises: any member appointed 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 the Customer, be undesirable. At the Customer's written request, the Supplier shall provide a list of the names and addresses of all persons who may require admission to a Key Personnel rolethe Customer’s Premises in connection with the Contract, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Customer may reasonably request. Staff engaged within the boundaries of the Customer’s 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 Customer’s Premises. If the Supplier fails to comply with clause 13.2 within three (3) weeks of the date of the request, the Customer may terminate the 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 the Customer. The decision of the Customer as to whether any person is to be refused access to the Premises and as to whether the Supplier and Staff have failed to comply with clause 13.2 shall be final and conclusive.

Key Personnel. 41.3.1 The Parties have agreed CONSULTANT agrees that each person listed or referenced in CONSULTANT’S proposal package provided in response to RSQ # 25-xxx, shall be available to perform the services described herein for the COUNTY barring illness, accident, or other unforeseeable events of a similar nature, in which case CONSULTANT must be able to promptly provide a qualified replacement. In the event CONSULTANT desires to substitute personnel, CONSULTANT shall propose a person with equal or higher qualifications; each replacement person is subject to prior written approval of the COUNTY. In the event the requested substitute is not satisfactory to the appointment COUNTY and the matter cannot be resolved to the satisfaction of the COUNTY, the COUNTY reserves the right to terminate this Agreement. A list of CONSULTANT’S Key Personnel Personnel, Subconsultants, and Joint Ventures under this Agreement are attached hereto and incorporated herein as at Exhibit C. If personnel are substituted utilizing the Effective Dateservices of subconsultant entities not included in CONSULTANT’S proposal, restrictions related to subcontracting in Paragraph 18 of this Agreement shall apply to CONSULTANT’S replacement. The Supplier shall obtain CONSULTANT will be responsible for providing that all personnel are competent, experienced, and reliable. All personnel must have sufficient skill and experience to perform their assigned task(s) properly and satisfactorily, to operate any equipment involved, and will make due and proper effort to execute the prior work in the manner prescribed in the agreement documents. When the COUNTY determines that any person is incompetent, unfaithful, intemperate, disorderly, or insubordinate, such person will be immediately discharged from the Service and will not again be employed on the Service without the written consent of the Authority (COUNTY. Should the CONSULTANT fail to remove such consent not to be unreasonably withheld person or delayedpersons, but without prejudice the COUNTY may withhold all payments which are or may become due in connection with the Services subject to the Supplier needing to take any action as removal or may reasonably be required in accordance suspend the Services with its employment procedures) before any member approval of the Key Personnel is removed COUNTY until such orders are complied with. No alcoholic beverages or replaced drugs are permitted on any COUNTY properties. Evidence of alcoholic beverages or drug use by an individual will result in immediate termination from their corresponding role during the Term, and, where possible, at least three (3) months' written notice shall be provided by the Supplier of its intention to replace any member of Key Personnel from their corresponding rolejob site. 41.3.2 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Deployed Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than ten (10) Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced. 41.3.3 The Supplier shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Deployed Services that is commensurate with and sufficient to perform the obligation of that person's role (which shall be at least for the expected duration of the role set out in Schedule 3.4 (Key Personnel)), unless the Authority otherwise gives its prior written consent (such consent not to be unreasonably withheld or delayed). To the extent that it can do so without disregarding its statutory obligations, the Supplier shall take such steps as are reasonably necessary to ensure that it retains the services of all the Key Personnel. 41.3.4 The Authority may identify any of the roles performed by Supplier Personnel as Key Personnel for agreement by the Supplier (such agreement not to be unreasonably withheld or delayed), who will then be included on the list of Key Personnel by the Supplier in accordance with the Change Control Procedure. The Authority may also require the Supplier to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory and the Supplier shall take such action as may reasonably be required in accordance with its employment procedures. 41.3.5 The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role.