Common use of SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS Clause in Contracts

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has if so specified Key Personnel in the Order Form, or elsewhere in this Call Off Order FormContract. The Part C of Call Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 10 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where NOT USED SUPPLY CHAIN RIGHTS AND PROTECTION Appointment of Key Sub-Contractors The Authority has consented to the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names engagement of the persons who Key Sub-Contractors listed in Panel Agreement Schedule 7 (Key Sub-Contractors). Where during the Panel Period the Supplier shall appoint wishes to fill those enter into a new Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Sub-Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any a Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by Contractor, it must obtain the employee; or the Supplier obtains the Customer’s prior written consent (of the Authority and the Panel Customers with whom it has entered into a Legal Services Contract and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not to will not be unreasonably withheld or delayed). The Authority and/or the Panel Customers may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Panel Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. The Supplier shall: notify shall provide the Customer promptly Authority and the Panel Customers with whom the Supplier has entered into a Legal Services Contract with the following information in respect of the absence proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s name, registered office and company registration number; the scope/description of any Panel Services to be provided by the proposed Key Personnel Sub-Contractor; where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; Key Sub-Contract price expressed as a percentage of the total projected Panel Price over the Panel Period; and Credit Rating Threshold (other than for shortas defined in Panel Schedule 16 (Financial Distress)) of the Key Sub-term sickness or holidays of two (2) weeks or less, in which case Contractor. If requested by the Authority and/or the Panel Customers with whom the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than has entered into a Legal Services Contract, within ten (10) Working Days; give as much notice as is reasonably practicable Days 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 receipt of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require information provided by the Supplier pursuant to remove any Key Personnel that Clause 25.1.3, the Customer considers in any respect unsatisfactory. The Customer Supplier shall not be liable for the cost of replacing any Key Personnel.also provide:

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has if so specified Key Personnel in the Order Form, or elsewhere in this Call Off Order FormContract. The Part C of Call Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 10 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent Approval (such consent Approval shall not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 28 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Products and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 31 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ Months notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where STAFF TRANSFER – NOT USED SUPPLY CHAIN RIGHTS AND PROTECTION Appointment of Sub-Contractors The Authority has consented to the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names engagement of the persons who Sub-Contractors listed in Framework Schedule 7 (Sub-Contractors). Where during the Framework Period the Supplier shall appoint wishes to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off enter into a new Sub-Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by Contractor, it must obtain the employee; or the Supplier obtains the Customer’s prior written consent (of the Authority and the Contracting Authority with whom it has entered into a Call Off Agreement and shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The decision of the Authority to consent or not to will not be unreasonably withheld or delayed). The Supplier shallAuthority and/or the Contracting Authority may reasonably withhold their consent to the appointment of a Sub-Contractor if either of them considers that: notify the Customer promptly appointment of the absence of any Key Personnel (other than for shorta proposed Sub-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on Contractor may prejudice the provision of the ServicesGoods and/or Services or may be contrary to its interests; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any proposed Sub-Contractor is unreliable and/or has not provided reasonable services to its other customers; and/or the proposed Sub-Contractor employs unfit persons. The Supplier shall not remove or replace any Key Personnel during provide the Authority and the Contracting Authority with whom the Supplier has entered into a Call Off Contract Period without Approval. The Customer may require Agreement with the Supplier following information in respect of the proposed Sub-Contractor: the proposed Sub-Contractor’s name, registered office and company registration number; the scope/description of any Goods and/or Services to remove any Key Personnel be provided by the proposed Sub-Contractor; where the proposed Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.proposed Sub-Contract has been agreed on "arm’s-length" terms;

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where NOT USED SUPPLY CHAIN RIGHTS AND PROTECTION Appointment of Key Sub-Contractors The Authority has consented to the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names engagement of the persons who Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where during the Framework Period the Supplier shall appoint wishes to fill those enter into a new Key Roles at Sub-Contract or replace a Key Sub-Contractor, it must obtain the Call Off Commencement Date. The Supplier shall ensure that prior written consent of the Key Personnel fulfil Authority and the Key Roles at all times during the Contracting Authority with whom it has entered into a Call Off Contract Periodand shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The Customer may identify any further roles as being Key Roles and, following agreement decision of the Authority to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall consent or not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent will not to be unreasonably withheld or delayed). The Authority and/or the Contracting Authority may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. The Supplier shall: notify shall provide the Customer promptly Authority and the Contracting Authority with whom the Supplier has entered into a Call Off Contract with the following information in respect of the absence proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s name, registered office and company registration number; the scope/description of any Goods and/or Services to be provided by the proposed Key Personnel Sub-Contractor; where the proposed Key Sub-Contractor is an Affiliate of the Supplier, evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; Key Sub-Contract price expressed as a percentage of the total projected Framework Price over the Framework Period; and Credit Rating Threshold (other than for shortas defined in Framework Schedule 16 (Financial Distress)) of the Key Sub-term sickness or holidays of two (2) weeks or less, in which case Contractor. If requested by the Authority and/or the Contracting Authority with whom the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than has entered into a Call Off Contract, within ten (10) Working Days; give as much notice as is reasonably practicable Days 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 receipt of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require information provided by the Supplier pursuant to remove any Key Personnel that Clause 25.1.3, the Customer considers in any respect unsatisfactory. The Customer Supplier shall not be liable for the cost of replacing any Key Personnel.also provide:

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 26. shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where NOT USED SUPPLY CHAIN RIGHTS AND PROTECTION Appointment of Key Sub-Contractors The Authority has consented to the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names engagement of the persons who Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where during the Framework Period the Supplier shall appoint wishes to fill those enter into a new Key Roles at Sub-Contract or replace a Key Sub-Contractor, it must obtain the Call Off Commencement Date. The Supplier shall ensure that prior written consent of the Key Personnel fulfil Authority and the Key Roles at all times during the Contracting Authority with whom it has entered into a Call Off Contract Periodand shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 25.1.3. The Customer may identify any further roles as being Key Roles and, following agreement decision of the Authority to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall consent or not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent will not to be unreasonably withheld or delayed). The Authority and/or the Contracting Authority may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. The Supplier shall: notify shall provide the Customer promptly Authority and the Contracting Authority with whom the Supplier has entered into a Call Off Contract with the following information in respect of the absence proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s name, registered office and company registration number; the scope/description of any Goods and/or Services to be provided by the proposed Key Personnel (other than for shortSub-term sickness or holidays Contractor; where the proposed Key Sub-Contractor is an Affiliate of two (2) weeks or lessthe Supplier, in which case evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; and Key Sub-Contract price expressed as a percentage of the total projected Framework Price over the Framework Period. If requested by the Authority and/or the Contracting Authority with whom the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than has entered into a Call Off Contract, within ten (10) Working Days; give as much notice as is reasonably practicable Days 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 receipt of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require information provided by the Supplier pursuant to remove any Key Personnel that Clause 25.1.3, the Customer considers in any respect unsatisfactory. The Customer Supplier shall not be liable for the cost of replacing any Key Personnel.also provide:

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where NOT USED SUPPLY CHAIN RIGHTS AND PROTECTION Appointment of Key Sub-Contractors The Authority has consented to the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names engagement of the persons who Key Sub-Contractors listed in Framework Schedule 7 (Key Sub-Contractors). Where during the Framework Period the Supplier shall appoint wishes to fill those enter into a new Key Roles at Sub-Contract or replace a Key Sub-Contractor, it must obtain the Call Off Commencement Date. The Supplier shall ensure that prior written consent of the Key Personnel fulfil Authority and the Key Roles at all times during the Contracting Authority with whom it has entered into a Call Off Contract Periodand shall at the time of requesting such consent, provide the Authority with the information detailed in Clause 61.1.3. The Customer may identify any further roles as being Key Roles and, following agreement decision of the Authority to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall consent or not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent will not to be unreasonably withheld or delayed). The Authority and/or the Contracting Authority may reasonably withhold their consent to the appointment of a Key Sub-Contractor if either of them considers that: the appointment of a proposed Key Sub-Contractor may prejudice the provision of the Goods and/or Services or may be contrary to its interests; the proposed Key Sub-Contractor is unreliable and/or has not provided reliable goods and or reasonable services to its other customers; and/or the proposed Key Sub-Contractor employs unfit persons. The Supplier shall: notify shall provide the Customer promptly Authority and the Contracting Authority with whom the Supplier has entered into a Call Off Contract with the following information in respect of the absence proposed Key Sub-Contractor: the proposed Key Sub-Contractor’s name, registered office and company registration number; the scope/description of any Goods and/or Services to be provided by the proposed Key Personnel (other than for shortSub-term sickness or holidays Contractor; where the proposed Key Sub-Contractor is an Affiliate of two (2) weeks or lessthe Supplier, in which case evidence that demonstrates to the reasonable satisfaction of the Authority that the proposed Key Sub-Contract has been agreed on "arm’s-length" terms; and Key Sub-Contract price expressed as a percentage of the total projected Framework Price over the Framework Period. If requested by the Authority and/or the Contracting Authority with whom the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than has entered into a Call Off Contract, within ten (10) Working Days; give as much notice as is reasonably practicable Days 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 receipt of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require information provided by the Supplier pursuant to remove any Key Personnel that Clause 61.1.3, the Customer considers in any respect unsatisfactory. The Customer Supplier shall not be liable for the cost of replacing any Key Personnel.also provide:

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 33 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the ServicesGoods and the delivery of purchased Goods; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has if so specified Key Personnel in the Call Off Order Form, or elsewhere in this Call-Off Contract. The Call Part C of Call-Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Call-Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Call-Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Call-Off Schedule 9 10 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Call-Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 31 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Lease Agreement Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Lease Agreement Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Lease Agreement Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Lease Agreement Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where the Customer has if so specified Key Personnel in the Order Form, or elsewhere in this Call Off Order FormContract. The Part C of Call Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 10 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 33 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 shall apply where The Parties have agreed to the Customer has specified appointment of the Key Personnel in the Personnel. Part C of Call Off Order Form. The Call Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 11 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall not remove or replace any Key Personnel during the Call Off Contract Period without the Approval; and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. Approval The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 32 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 31. shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 28 shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 26. shall apply where the Customer has specified Key Personnel in the Call Off Order Form. The Call Off Order Form lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 (Exit Management) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision of the Goods and/or Services; and ensure that any replacement for a Key Role: has a level of qualifications and experience appropriate to the relevant Key Role; and is fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.

SUPPLIER PERSONNEL AND SUPPLY CHAIN MATTERS. KEY PERSONNEL This Clause 26 24 shall apply where the Customer has if so specified Key Personnel in the Order Form, or elsewhere in this Call Off Order FormContract. The Part C of Call Off Order Form Schedule 4 (Implementation Plan, Customer Responsibilities and Key Personnel) lists the key roles (“Key Roles”) and names of the persons who the Supplier shall appoint to fill those Key Roles at the Call Off Commencement Date. The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Call Off Contract Period. The Customer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant person selected to fill those Key Roles shall be included on the list of Key Personnel. The Supplier shall not remove or replace any Key Personnel (including when carrying out its obligations under Call Off Schedule 9 10 (Exit Management)) unless: requested to do so by the Customer; the person concerned resigns, retires or dies or is on maternity or long-term sick leave; the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor is terminated for material breach of contract by the employee; or the Supplier obtains the Customer’s prior written consent (such consent not to be unreasonably withheld or delayed). The Supplier shall: notify the Customer promptly of the absence of any Key Personnel (other than for short-term sickness or holidays of two (2) weeks or less, in which case the Supplier shall ensure appropriate temporary cover for that Key Role); ensure that any Key Role is not vacant for any longer than ten (10) Working Days; give as much notice as is reasonably practicable of its intention to remove or replace any member of Key Personnel and, except in the cases of death, unexpected ill health or a material breach of the Key Personnel’s employment contract, this will mean at least three (3) Months’ notice; ensure that all arrangements for planned changes in Key Personnel provide adequate periods during which incoming and outgoing personnel work together to transfer responsibilities and ensure that such change does not have an adverse impact on the provision 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. shall and shall procure that any Sub-Contractor shall not remove or replace any Key Personnel during the Call Off Contract Period without Approval. The Customer may require the Supplier to remove any Key Personnel that the Customer considers in any respect unsatisfactory. The Customer shall not be liable for the cost of replacing any Key Personnel.