Common use of Supplier Personnel Clause in Contracts

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfersreason, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; where co-operate with the Relevant Transfer involves Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, Part B at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information as defined in Contract Schedule 5 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) Months from the date of transfer re- employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Contract Schedule 3 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfersreason, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; where co-operate with the Relevant Transfer involves Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, Part B at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information as defined in Contract Schedule 5 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) Months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Contract Schedule 3 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Services with all reasonable skillor part of them for any reason, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;, retain overall control shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed Customer to be employees, agents dissuade or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that discourage any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement employees engaged in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access from transferring their employment to the Customer Premises shall be final and conclusiveand/or the Replacement Supplier and/or Replacement Sub-Contractor. For each member of Supplier Personnel who, in providing During the Goods and/or 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 careTermination Assistance Period, the Supplier shall (and shall procure that the any relevant Sub-Contractor shall): carry out a check : give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the records held Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Department for Education (DfE); conduct thorough questioning regarding Supplier or received from any Relevant Convictions; and ensure a police check is completed and person referred to in the Staffing Information, regardless of when such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the notice takes effect. The Supplier shall not for a period of twelve (and shall ensure that 12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractor shall not) engage Contractors whose employment or continue engagement is transferred to employ in the provision of Customer and/or the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause Replacement Supplier except that this paragraph 10.5 shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract where an offer is made pursuant to an express right to make such offer under Call Off Schedule 5 10.1 (Staff Transfer) shall apply as follows: where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier's Final Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contractreason, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 10 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; where co-operate with the Relevant Transfer involves Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Services. The Supplier shall immediately notify the Customer or, Part B at the direction of Contract the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information, regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Call Off Schedule 5 10.1 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where NOT USED The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Ordered Panel Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the any security requirements set out in Contract Schedule 4 (Security)as notified to the Supplier by the Customer from time to time; subject to Contract Schedule 5 3 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default breach under this Legal Services Contract shall be a Default breach by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the any Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Legal Services Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Ordered Panel Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where The Parties agree that: where the commencement of the provision of the Ordered Panel Services or any part of the Ordered Panel Services results in one or more Relevant Transfers, Contract Schedule 5 3 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 4 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 3 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 3 (Staff Transfer) shall apply; and

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 25.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 12 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if .] [The Parties agree that : on the Call Off Commencement Date there are Goods but no Services Under this Contract. Where is a relevant transfer for the commencement purposes of the provision Employment Regulations, and the provisions of the Services Parts [A or any part B] and E of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 12 (Staff Transfer) shall apply as follows: where will apply; and; on the Relevant Transfer involves Call Off Expiry Date there may be a relevant transfer for the transfer purposes of Transferring Customer Employees, Part A the Employment Regulations and Parts D and E of Contract Call Off Schedule 5 12 (Staff Transfer) shall will apply; where .] [The Parties agree that: on the Relevant Transfer involves Call Off Commencement Date there is no a relevant transfer for the transfer purposes of Transferring Former Supplier Employeesthe Employment Regulations, Part B and the provisions of Contract Parts C and E of Call Off Schedule 5 12 (Staff Transfer) shall will apply; where and on the Relevant Transfer involves Call Off Expiry Date there may be a relevant transfer for the transfer purposes of Customer Employees the Employment Regulations and Transferring Former Supplier Employees, Parts A D and B E of Contract Call Off Schedule 5 12 (Staff Transfer) will apply.] [If the Parties cannot agree whether or not based upon a reasonable assessment of the facts on the Call Off Commencement Date there is a situation to which the Employment Regulations may apply, the Customer shall apply; andbased on a reasonable assessment of the evidence available to it make such determination. In assisting the Customer to make such determination, the Supplier and any Former Supplier shall be permitted to make representations to the Customer within such time period as the Customer may reasonably specify.] The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The 11.1 At all times, the Supplier shall: provide a list shall ensure that: (a) each of the names Supplier's Personnel is suitably qualified, adequately trained and capable of all Supplier Personnel requiring admission to Customer Premises, specifying providing the capacity applicable Goods and Services in respect of which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced engaged; (b) there is an adequate number of Supplier's Personnel to provide the Goods and/or and Services with properly; (c) only those people who are authorised by the Supplier (under the relevant authorisation procedure as agreed between the Parties) are involved in providing the Goods and Services; and (d) all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and Supplier's Personnel comply with all of the University's policies notified to them when supplying the Goods and providing the Services, including those policies that apply to persons who are allowed access to the University Assets and the University's Premises. 11.2 The University may refuse to grant access to the University Assets or the University’s Premises, or remove from the University’s Premises any of the Supplier's Personnel who do not comply with any such policies referred to in clause 11.1(d) above, or if, in the University's reasonable opinion, they otherwise present a security threat or are unsatisfactory. 11.3 The Supplier shall replace any of the Supplier's Personnel who the University reasonably decides have failed to carry out their duties with reasonable skill and care. Following such removal of any of the Supplier's Personnel, the Supplier shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Services. 11.4 The Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by maintain up-to-date personnel records on the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier 's Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement engaged in the provision of the Goods and/or and Services of and shall provide information to the relevant person(s)University as the University reasonably requests on the Supplier's Personnel. The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 ensure at all times that it has the relevant Sub-Contractor shall): carry out a check right to provide these records in compliance with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andapplicable Data Protection Law.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. All personnel, including without limitation, contractors, freelancers, etc. used by the Supplier to provide Services to EY shall at all times remain the employees of the Supplier and not of EY and Supplier shall have sole responsibility for its employees under applicable labour laws including as to remuneration, overtime, bonus, management, safety, insurance, health and safety. In no event shall EY have any liability for Supplier’s employees providing the Services to EY and EY shall not have any liability for any claims made by any employee employed by Supplier in connection with the provision of Services under this PO. The Supplier shall: shall be totally responsible for payment of wages/salaries for the Supplier’s personnel so deployed at EY Locations and for compliance with all legal/statutory requirements as may be applicable/enforced from time to time, including Contract Labour Regulation and Abolition Act, 1970, Employee State Insurance Act (‘ESI’), 1948, Employees Provident Fund Act (‘PF’) 1952, The Shops and Commercial Establishments Act and such other statutory requirements under any legislation of the state, which may be in force and applicable to EY and the Supplier. Supplier shall obtain separate Code Numbers under ESI and PF, as applicable, and furnish a copy of such communication from the appropriate authorities to EY. Supplier shall arrange to renew the said code as and when required. Supplier shall provide all proof of payment of PF/ESI on a monthly half yearly and annual basis (where applicable) to EY with specific references to those personnel stationed at EY Locations. The Supplier's personnel shall not be treated as the EY’s staff/employee for any purpose whatsoever, Supplier acknowledges and agrees that it shall be solely liable with respect to any obligations under applicable laws towards such personnel deployed by the Supplier. The Supplier shall submit a declaration every month (in the format to be provided upon request), that all statutory payments (including but not limited to service Tax, PF/ESI etc) have been paid by Supplier and also a list of personnel covered under such statutory payments, along with the names payment advice. EY shall be entitled to withhold payment under this Purchase Order until such time the above proof of payment of PF/ESI and required declaration is furnished to EY. Supplier shall maintain all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so records required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default maintained under this Contract statutory enactments and EY authorized representatives shall be a Default by the Supplier; use all reasonable endeavours entitled to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) audit and inspect any Supplier Personnel as soon as practicable if such records at any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s)time. The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Subits team shall adhere to norms and policies (like employee conduct rules/ dress codes/ office decorum etc.) of EY during the Term. Safety and security of all persons deployed and materials placed by Supplier or its agents for the project will be at the risk and responsibility of Supplier. The Supplier shall indemnify EY against all claims and costs made upon EY as a result of Supplier’s non-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andcompliance with these provisions.

Supplier Personnel. The Supplier shall: provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause At all times when providing the Services, the Supplier shall ensure that: each of the Supplier's Personnel is registered with their relevant regulatory professional or trade body, suitably qualified, adequately trained and capable of providing the applicable Services in respect of which they are engaged; there is an adequate number of Supplier's Personnel to provide the Services properly; only those people who are authorised by the Supplier (under the authorisation procedure to be agreed between the parties) are involved in providing the Services; and all of the Supplier's Personnel comply with all of the Contracting Body's policies including those in respect of dealing with children and vulnerable adults. The relevant Contracting Body may refuse to grant access to, and remove, any of the Supplier's Personnel who do not apply comply with any such policies, or if there are Goods but no Services Under this Contractthey otherwise present a security threat. Where The Supplier shall replace any of the commencement Supplier's Personnel who the relevant Contracting Authority reasonably decides have failed to carry out their duties with reasonable skill and care. Following the removal of any of the Supplier's Personnel for any reason, the Supplier shall ensure such person is replaced promptly with another person with the necessary training and skills to meet the requirements of the Services. The Supplier shall maintain up-to-date personnel records on the Supplier's Personnel engaged in the provision of the Services and shall provide information to the Authority as the Authority reasonably requests on the Supplier's Personnel. The Supplier shall ensure at all times that it has the right to provide these records in compliance with Data Protection Legislation The Supplier shall use its best endeavours to ensure continuity of personnel and to ensure that the turnover rate of its staff engaged in the provision or any part management of the Services results in one or more Relevant Transfersis at least as good at the prevailing industry norm for similar services, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees locations and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andenvironments

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Lease Agreement Schedule 4 7 (Security); subject to Contract Lease Agreement Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Lease Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Lease Agreement Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractLease Agreement, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall not apply if there are Goods but no Services Under to Lot 2 under this ContractLease Agreement. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Lease Agreement Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Lease Agreement Schedule 10 (Staff Transfer) shall apply and Parts A and B of Lease Agreement Schedule 10 (Staff Transfer) shall not apply; and Part D of Lease Agreement Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Lease Agreement Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Supplier shall: provide Provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 2.4 (Security Management); and comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerAuthority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Datetermination or expiry of this Agreement. If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: refuse admission to the relevant person(s) to the Customer Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The All personnel, including without limitation, contractors, freelancers, etc. used by the Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel EY shall at all times so remain the employees of the Supplier, and not of EY, and Supplier shall have sole responsibility for its employees, including contractors and other third party that Supplier may hire under any character for provision of Goods and/or Services, including as to remuneration, overtime, bonus, management, safety, insurance, health and safety, migratory, tax and/or any other obligation of any kind or nature related to personnel assigned by Supplier for provision of Goods and/or Services. In no event shall EY have any liability for Supplier’s employees providing the Supplier Personnel Services to EY and EY shall not be deemed to be employeeshave any liability for any claims, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnelsuits, so that any act or omission of a member inspection, investigations and/or claims of any kind made by any employee, contractor, subcontractor or alleged employee employed or hired under any character by Supplier Personnel which results in a Default connection with any applicable regulation of any kind and nature, misclassification claims and/or the provision of Services under this Contract PO. The Supplier undertakes and shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable totally responsible for any reason whatsoever; bear the programme familiarisation and all liabilities and obligations arising or inherent from its employees and/or contractors or any other costs associated with personnel hired under any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission character assigned to the relevant person(s) to the Customer Premises; Services and/or direct the Supplier to end the involvement in Goods, with all its consequences, including without limitation, social security and/or tax obligations, and/or emerging from the provision of the Goods and/or Services Labour Risk Law Act and its amendments, as well as those derived from the Civil and Commercial Code of the relevant person(s)Republic of Argentina, payment of wages/salaries severances for work-related accidents or occupational illnesses, death, partial or total incapacity, severances for dismissals, holidays, 13th salary, prior notice, vacation payment, compensation for remote work, and/or any cost or sum that may correspond or is current established or might me established in the future, with no exclusion, whatsoever in relation to the Supplier’s personnel so deployed at EY Locations and for compliance with all legal/statutory requirements as may be applicable/enforced from time to time, including but not limited to applicable labour, migratory, social security, tax, health and safety laws, individual and/or collective bargaining agreements as applicable. The decision Supplier's personnel shall not be treated as the EY’s staff/employee for any purpose whatsoever and shall not be granted by EY of the Customer any working tools or exclusive working space. Working tools and health and safety elements, as to whether any person is to be refused access to the Customer Premises applicable shall be final exclusively granted by the Supplier in its character as sole and conclusiveonly liable. For each member of Supplier Personnel who, in providing In case the Goods and/or Services, has, will have Supplier’s personnel were to render services remotely (either partially 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 caretotally), the Supplier shall bear the cost of the relevant compensation for expenses as well as shall provide the relevant working tools to its personnel and comply with teleworking regulation as applicable. Supplier acknowledges and agrees that it shall be solely and exclusively liable with respect to any obligations under applicable laws of any kind or nature towards such personnel deployed by the Supplier, whether such personnel was hired as employee, as independent contractor or under any other character. The Supplier shall submit a declaration every month (in the format to be provided upon request), that all statutory payments have been paid by Supplier and also a list of personnel covered under such statutory payments, along with the payment advice. Additionally, the Supplier shall provide EY the following documentation regarding its employees: (i) Labour Identification Number (Código Único de Identificación Laboral); (ii) Evidence of payment of the remunerations; (iii) Signed copy of the certificates of payment to the social security system; (iv) Updated bank account number; and (v) Evidence of coverage for labour risks. Items (ii) and (iii) shall be provided on a monthly basis EY shall be entitled to withhold payment under this Purchase Order until such time the above proof of payment and required declaration is furnished to EY. EY may withhold part of the value related to Services rendered by the Supplier, in strict compliance with the provisions of the social security legislation, without this fact exempting the Supplier from its exclusive responsibilities. Supplier shall maintain all records required to be maintained under statutory enactments and EY authorized representatives shall be entitled to audit and inspect any such records at any time. The Supplier shall ensure that its team shall adhere to norms and policies (like conduct rules/ dress codes/ office decorum etc.) of EY during the Term. Safety and security of all persons deployed, and materials placed by Supplier or its agents for the project will be at the risk and responsibility of Supplier. The Supplier shall indemnify EY against all claims and costs made upon EY as a result of Supplier’s non-compliance with these provisions and/or in case of prospective claims by Supplier’s personnel alleging EY’s joint and/or sole liability for any matter of any kind or nature. To the extent that Supplier provides personnel under the Purchase Order that will perform services directly on any EY client engagement (“Supplier Client Serving Personnel”), the following terms apply: (i) Supplier shall be, and shall procure ensure that, Supplier Client Serving Personnel are, and shall implement procedures to confirm that Supplier Client Serving Personnel remain, free from conflicts or perceived conflicts (collectively, “Supplier Potential Conflicts”), prior to engaging with EY to deliver services directly on an EY client engagement as set forth in a particular order (the relevant Sub“Engagement”). Supplier Potential Conflicts may include without limitation, by way of example, (1) business, employment, or financial relationships with other entities that are involved in the Engagement (“Involved Parties”), (2) performing or having performed work for the Involved Parties, (3) performing or having performed work for another client with respect to those Involved Parties, (4) performing or having performed work for a third party that could be considered a competitive or commercial conflict, (5) accident and/or illnesses from Supplier’s Personnel which prevents them from work, including without limitation those related or unrelated to work and/or related or not to the disease known as COVID-19. (ii) To the extent Supplier Potential Conflicts exist for Supplier Client Serving Personnel who are not participating in the Engagement, Supplier shall establish and maintain appropriate business standards, procedures, and controls (“ring-Contractor shall): carry fencing”) to ensure that no conflict of interest arises out of Supplier’s performance of the Engagement. (iii) If either party becomes aware of a check with Supplier Potential Conflict at any time during the records held by course of the Department for Education Engagement (DfEincluding based on the foregoing considerations); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such , that party shall promptly notify the other checks party, the parties shall discuss the Supplier Potential Conflict as may be carried out through the Disclosure and Barring Service (DBS)soon as possible, and the parties shall work together to resolve the Supplier Potential Conflict. Such resolution may include requiring Supplier or specified Supplier Client Serving Personnel to be recused from the Engagement, as determined by EY in its sole discretion. If the parties are unable to resolve the Potential Conflict, EY may terminate the affected portion of the Purchase Order or the SOW pursuant to termination clause of this Purchase Order. (iv) The Supplier shall not (comply at all times with the regulations of any kind and shall ensure protocols issued in relation to the disease known as COVID-19. Supplier acknowledges that any Sub-Contractor shall not) engage or continue to employ in the provision event of the Goods and/or Services changes in COVID-19 regulations and protocols that impact its cost structures, EY will not pay any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andadditional amount for such changes.

Supplier Personnel. The Supplier shall: provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) Authority and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security)Authority; subject to Contract Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerAuthority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the SupplierContract; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises Sites immediately upon the Contract Expiry Date. If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer PremisesSites; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s)Supplier Personnel. The decision of the Customer Authority as to whether any person is to be refused access to the Customer Premises Sites shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS)or its equivalent or replacement service, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Authority Employees, Part A of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 11 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 11 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. (a) The Supplier shall: provide a list , throughout the term of this Agreement: (i) ensure that the Services are provided by persons who are suitably experienced and qualified for, and competent to perform, the tasks which fall within their respective responsibilities; and (ii) maintain and develop the skills and experience of the names personnel engaged in the provision of the Services by training, development, instruction, work experience or otherwise. (b) The Supplier shall, and shall procure the Supplier Contracting Party and the Supplier Affiliates shall, take all steps lawfully open to it to require that appropriate standards of probity and confidentiality are maintained by the Supplier Personnel. (c) The Supplier shall be responsible and liable for the management of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions unlawful acts and reasonable directions omissions of Supplier Personnel whilst they are on HSBC Premises as a result of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction provision of the Customer; Services. (d) The Supplier shall fully and comply effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses that may be suffered or RESTRICTED – Further Amended and Restated Global Outsourcing Services Agreement 31 HSBC Global Services (UK) Limited/GP Strategies Limited Further Amended and Restated Global Outsourcing Services Agreement ¨ 2018 incurred by HSBC or any other HSBC Group Member in connection with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control unlawful acts or omissions of the Supplier Personnel at all times so that carried out in connection with or relating to the Supplier Personnel shall not be deemed to be employeesprovision of the Services and/or when dealing with any individuals employed or engaged in any capacity by HSBC or any other HSBC Group Member, or any partners, members, directors, consultants, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnelthereof, so save where that any act or omission has been caused by HSBC or any other HSBC Group Member. (e) Without relieving the Supplier of its obligations under this Agreement, HSBC shall have the right by written notice to the Supplier to require the immediate removal of any of the Supplier Personnel who are acting in a member manner which will cause (in the reasonable opinion of HSBC), material disruption or damage to HSBC's business, employees, assets or reputation, or those of any other HSBC Group Member. Without prejudice to paragraphs 1.3 and 1.4of Schedule 4 (Operational Measures and Super KPI) ), HSBC may request the removal of any Supplier Personnel which results in on grounds of poor or inefficient performance. In such event, the Supplier shall propose to HSBC a Default plan for appropriate remedial action. If the action taken under this Contract such plan fails to resolve the issues identified by HSBC within the timescales reasonably acceptable to HSBC under the agreed remedial plan, the Supplier shall be a Default by remove and replace the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any relevant Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andpossible.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods Products and/or Services with Serviceswith all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods Products and/or Services to Servicesto the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer PremisesPremises ; and/or direct the Supplier to end the involvement in the provision of the Goods Products and/or Services of Servicesof the relevant person(s). 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 this Call Off Contract, specifying the capacities in which they are concerned with this Call Off Contract and giving such other particulars as the Customer may reasonably request. If the Supplier fails to comply with Clause 29.1.2(c) within three (3) weeks of the date of the request or such other reasonable period which the Customer may specify, the Customer may terminate this Call Off Contract for Material Breach, 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 Customer Premises shall be final and conclusive. For This sub-clause 29.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Products and/or Services without Approval. Notwithstanding Clause 29.2.2, for each member of Supplier Personnel who, in providing the Goods Products and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods Products and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 29.3 shall not apply if there are Goods but no Services Under this Contractthe Customer has so stipulated in a Further Competition Procedure. Where The Supplier shall comply with the commencement Staff Vetting Procedures in respect of the provision of the Services all or any part of the Services results Staff (as specified by the Customer) and/or any other relevant instruction, guidance or procedure issued by the Customer that will be used to specify the level of staffing security required and to vet the Staff (or part of the Staff). The Supplier confirms that, at the Call Off Commencement Date, that the Staff were vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures and/or any other relevant instruction, guidance or procedure as specified by the Customer. The Supplier shall provide training on a continuing basis for all Staff in one or more Relevant Transfers, Contract Schedule 5 compliance with the Security Policy and Security Management Plan (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andif any).

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; ; (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and and (iv) comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); ; (c) subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; ; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. All personnel, including without limitation, contractors. used by the Supplier to provide Services to EY shall at all times remain the employees of the Supplier and Supplier shall have sole responsibility for its employees under applicable labour laws including as to remuneration, overtime, bonus, management, safety, insurance, health and safety. In no event shall EY have any liability for Supplier’s employees providing the Services to EY and EY shall not have any liability for any claims made by any employee employed by Supplier in connection with the provision of Services under this PO. The Supplier shall: shall be totally responsible for payment of wages/salaries for the Supplier’s personnel so deployed at EY Locations and for compliance with all legal/statutory requirements as may be applicable/enforced from time to time, including Contract Labor Regulation and abolition Act, 1970, Employee State Insurance Act, 1948, Employees Provident Fund ▇▇▇ ▇▇▇▇, The Shops and Commercial Establishments Act and such other statutory requirements under any legislation of the state, which may be in force and applicable to EY and the Supplier. Supplier shall obtain separate Code Numbers under ESI and PF, as applicable, and furnish a copy of such communication from the appropriate authorities to EY. Supplier shall arrange to renew the said code as and when required. Supplier shall provide all proof of payment of PF/ESI on a monthly half yearly and annual basis (where applicable) to EY with specific references to those personnel stationed at EY Locations. The Supplier shall submit a declaration every month (in the format to be provided upon request), that all statutory payments (including but not limited to service Tax, PF/ESI etc) have been paid by Supplier and also a list of personnel covered under such statutory payments, along with the names of all Supplier Personnel requiring admission payment advice. EY shall be entitled to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default withhold payment under this Contract shall be a Default by Purchase Order until such time the Supplier; use all reasonable endeavours above proof of payment of PF/ESI and required declaration is furnished to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s)EY. The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor its team shall notadhere to norms and policies (like employee conduct rules/ dress codes/ office decorum etc.) engage of EY during the Term. Safety and security of all persons deployed and materials placed by Supplier or continue to employ in its agents for the provision project will be at the risk and responsibility of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andSupplier.

Supplier Personnel. E1.1 The Supplier shall: : (a) provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 2.4 (Security Requirements); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including attire, branding, demeanour and the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Requirements); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect termination or expiry of this Contract, it may: refuse admission Agreement or upon any reasonable instruction from the Authority to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddo so.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive4.1. For each member of Supplier Personnel whoall Services requirements, in providing the Goods and/or Services, has, will have whether onsite 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 careoffsite, the Supplier shall provide an adequate number of qualified personnel (the "Personnel") to complete the Services and shall procure that all Personnel perform their assignments at the site specified in the SOW and in accordance with the standards of reliability and skill, care, prudence, efficiency, foresight and timeliness as would be expected from a company of similar standing as that of the Supplier within the relevant Subindustry or business sector. 4.2. Key Personnel shall be named and agreed by both parties before commencement of the Services. If so specifically agreed in the SOW, no ad-Contractor shall): carry out a check with the records held hoc changes will be made to these agreed key Personnel unless agreed by the Department Client, such Agreement will not be unreasonably withheld. The Supplier may substitute any other Personnel performing the Services with another person of similar skill and competence, subject to notifying Client in writing of any such substitutions. The Supplier shall ensure that the performance of the Services is not materially affected by any changes in the identity of the Personnel performing the Services. To the extent such change in Personnel follows a request by Client; the Supplier shall be required to use its reasonable endeavours to comply with this Clause. 4.3. The Client may, at its discretion request substitution of a particular member of Personnel by providing such request in writing, including reasonable grounds for Education (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 Disclosure and Barring Service (DBS)request, and the Supplier shall be afforded a reasonable opportunity to respond. If the matter is not (resolved within any timeframe reasonably required by Client, the Supplier shall substitute such member of Personnel with another person possessing the requisite skill set. 4.4. Whilst Personnel are on Client's premises, the Supplier shall procure that their Personnel shall comply with all applicable rules, regulations and policies, including such matters as working hours and Client’s security measures, of which they have been notified by Client in writing 4.5. In so far as the Services are to be performed on or in Client’s or any other third party’s premises, facilities or working environment premises, Client or such third party shall provide access, working space and normal office amenities to the Personnel to the extent that these are required for the due provision of the Services. Client will also ensure that any Subthere are afforded to the Personnel the use of amenities for hygiene and refreshment in the same manner as provided for Client’s own staff. Client shall at all times ensure that such premises comply with all relevant health and safety legislation and Client shall at all times provide a safe and non-Contractor shall not) engage or continue to employ in hazardous working environment for the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate recordon such premises. STAFF TRANSFER This Clause Client shall not apply if there are Goods but no Services Under this Contract. Where the commencement in addition ensure that all of the provision Personnel providing Services on or in such premises, facilities or working environment are covered by public liability insurance. In the event that the Client materially fails in any of its obligations under this Clause 5.6, the Supplier may suspend performance of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andwithout fault until such obligations are satisfied.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Contracting Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Contracting Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer Contracting Authority concerning conduct at the Customer Contracting Authority Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); the Supplier agrees that the Principles of Good Employment Practice issued by the Cabinet Office in December 2010 apply to the treatment by the Supplier of employees whose employment begins after the Relevant Transfer Date, and the Supplier undertakes to treat such employees in accordance with the provisions of the Principles of Good Employment Practice. Note: The Authority is currently considering whether it requires any additional obligations to be flowed down the supply chain to ensure that end user customers are protected and will revert with its views in the next iteration. subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Contracting Authority be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Contracting Authority Premises immediately upon the Contract Call Off Expiry Date. If the Customer Contracting Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Contracting Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer Contracting Authority as to whether any person is to be refused access to the Customer Contracting Authority Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding clause for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer Contracting Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where The Parties agree that: where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Authority Employees, Part A of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 11 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 11 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Contracting Authority against all Employee Liabilities that may arise as a result of any claims brought against the Contracting Authority by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractContract , it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this ContractContract . Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfersreason, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; where co-operate with the Relevant Transfer involves Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, Part B at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information as defined in Contract Schedule 5 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) Months from the date of transfer reemploy or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Contract Schedule 3 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. 5.1 The Supplier shall: provide a list of the names of all shall employ and engage sufficient Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy terms of this Contract. Any and the Standards; obey all lawful instructions and reasonable directions of the Customer Supplier Personnel will remain under the overall supervision, direction and control of Supplier at all times. 5.2 The Supplier shall ensure that all Supplier Personnel are appropriate for the purposes of providing the Services in an effective manner and in accordance with the terms of this Contract. 5.3 ITV reserves the right to refuse to admit to, or remove from, any ITV Premises any Supplier Personnel (includingi) whose admission or presence would, if so required by in ITV’s opinion, be undesirable or who represents a threat to confidentiality or security; or (ii) whose presence would be in breach of any rules and regulations governing ITV’s own staff. ITV shall notify the Customer, Supplier of any such refusal. The exclusion of any such individual from such ITV Premises shall not relieve the ICT Policy) and Supplier from the performance of its obligations under this Contract. 5.4 The Supplier shall provide the Goods and/or Services to the reasonable satisfaction ITV as an independent Supplier and not as an employee, worker, agent of or partner of ITV. Nothing contained in this Contract shall be construed or have effect as constituting any relationship of employer and employee between ITV or any member of the Customer; ITV Group and comply with all reasonable requirements the Supplier or between ITV or any member of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control ITV Group and any of the Supplier Personnel at all times so that the Personnel. 5.5 The Supplier and Supplier Personnel shall not be deemed entitled to be make use of any ITV benefits intended for ITV employees, agents including but not limited to use of ITV’s discount programmes, employee assistance programme, employee event tickets, subsidised food or contractors attendance at ITV paid events. 5.6 Unless otherwise agreed by ITV, Supplier shall provide IT equipment for each of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours its resources including phones and laptops. 5.7 Subject to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 careclause 5.9, the Supplier shall pay all Supplier Personnel who work at ITV’s premises in the City of London and Greater London and are aged eighteen (18) or over at least the London Living Wage and shall procure that give effect to any increase(s) in the relevant Sub-Contractor shall): carry out a check with London Living Wage within six (6) months of any such increase(s) being announced. The Supplier shall notify all such Supplier Personnel of the records held by date the Department for Education next increase(s) will become effective within one month of the increase in the London Living Wage being announced (DfEunless the Supplier has already notified such Supplier Personnel of the date of the next increase); 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 Disclosure and Barring Service (DBS). 5.8 Subject to clause 5.9, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ pay all Supplier Personnel who work at ITV’s premises in the provision UK but outside of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there City of London and Greater London and are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andaged eighteen

Supplier Personnel. 14.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the in accordance with Clause 49 (Security Policy Measures) and the Standardssecurity requirements set out in Schedule 2.1 (Services Description); obey all lawful instructions and reasonable directions of the Customer and (including, if so required by the Customer, the ICT Policyiii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including Clause 49 (Security Measures) and the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). 14.3 The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Contract Term. The decision Schedule 9.2 (Key Personnel) lists the Key Roles and names of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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, who the Supplier shall (and shall procure that appoint to fill those Key Roles at the Effective Date. 14.4 The Authority may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant Sub-Contractor shall): carry out a check with person selected to fill those Key Roles shall be included on the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the list of Key Personnel. 14.5 The Supplier shall not remove or replace any Key Personnel (and shall ensure that any Subincluding when carrying out Exit Management) unless: (a) requested to do so by the Authority; (b) the person concerned resigns, retires or dies or is on maternity or long-Contractor shall notterm sick leave; (c) engage the person’s employment or continue contractual arrangement with the Supplier or a Sub- contractor is terminated for material breach of contract by the employee; or (d) the Supplier obtains the Authority’s prior written consent (such consent not to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction be unreasonably withheld or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddelayed).

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 28.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 28.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 29 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Lease Agreement Schedule 4 7 (Security); subject to Contract Lease Agreement Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Lease Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Lease Agreement Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractLease Agreement, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under to Lot 2 under this ContractLease Agreement. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Lease Agreement Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Lease Agreement Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Lease Agreement Schedule 10 (Staff Transfer) shall apply and Parts A and B of Lease Agreement Schedule 10 (Staff Transfer) shall not apply; and Part D of Lease Agreement Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Lease Agreement Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 22.1.1 The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; : (a) ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; : (i) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; ; (ii) obey all lawful instructions and reasonable directions of the Customer Authority (including, including if so required by the CustomerAuthority, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerAuthority; and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer PremisesAuthority’s premises, including the security requirements set out in Contract Schedule 4 8 (Security); ; (b) subject to Contract Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; Authority; (c) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (d) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; and (e) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. . 22.1.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or may direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 22.1.3 The decision Supplier warrants that that it has and will throughout the Contract Period: (a) carry out the appropriate risk assessment with regard to its delivery of the Customer as to whether any person is to be refused access to Services; (b) provide the Customer Premises shall be final Supplier’s Personnel with adequate information, instruction, training and conclusive. For each member of supervision; (c) ensure that all Supplier Personnel whoare appropriately qualified and experienced to provide the Services with all reasonable skill, in providing the Goods and/or Services, has, will have or is likely care and diligence; and (d) ensure appropriate emergency procedures 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of enable the provision of the Services so as to prevent damage to the Supplier’s Personnel’s health, safety, security of life and property and general wellbeing. 22.1.4 The Supplier acknowledges and agrees that: (a) the provision of information of any kind whatsoever by the Authority to the Supplier shall not in any respect relieve the Supplier from responsibility for its obligations under Clause 22.1.3; (b) the award of this Contract is not an endorsement by the Authority of any arrangement which the Supplier has made for the health, safety, security of life and property and wellbeing of the Supplier’s Personnel in relation to the provision of the Services; and (c) the Authority accepts no responsibility for the health, safety, security of life and property and wellbeing of the Supplier’s Personnel in relation to the provision of the Services. 22.1.5 The Supplier shall indemnify and keep indemnified the Authority in respect of any Losses, howsoever arising out of, or relating to (whether before or after the making of a demand pursuant to the indemnity hereunder) any act, omission by the Supplier or any part of the Services results Supplier’s Personnel in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees connection with Clauses 22.1.3 and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and22.1.4.

Supplier Personnel. 10.1 The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfersreason, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 3 (Staff Transfer) shall apply; where . 10.2 The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the Relevant Transfer involves prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. 10.3 During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: 10.3.1 give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; 10.3.2 co-operate with the Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respe ct of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Ordered Panel Services. 10.4 The Supplier shall immediately notify the Customer or, Part B at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information as defined in Contract Schedule 5 3 (Staff Transfer), regardless of when such notice takes effect. 10.5 The Supplier shall not for a period of twelve (12) Months from the date of transfer re- employ or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement Supplier except that this paragraph 10.5 shall not apply where an offer is made pursuant to an express right to make such offer under Contract Schedule 3 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identifiedin the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice andand in accordance the provisions of [Schedule 5] [Schedule 20] (Security Requirements), where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer PremisesCustomer’s premises, including the security requirements set out in Contract [Schedule 4 5] [Schedule 20] (SecuritySecurity Requirements); subject to Contract Schedule 5 6 (Staff Transfer) ;Transfer and Pensions), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerAuthority or the Enabling Authorities; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract the Commercial Agreement shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises Enabling Authorities’ premises immediately upon expiry of the Contract Expiry Daterelevant Enabling Agreement. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contractthe relevant Enabling Agreement, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member The Supplier shall carry out security and vetting clearances of the Supplier Personnel, which shall include vetting in compliance with Good Industry Practice and the Standards and, if requested by the Authority, criminal records checks as per the Authority’s Staff Vetting Procedures. The Customer is also entitled to request the Supplier to carry out additional security and vetting clearances and checks of the Supplier Personnel who, in providing at the Goods and/or Services, has, will have time the Enabling Agreement is being entered into. The Supplier shall maintain full and accurate records of all such security and vetting clearances and checks such that the Authority (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, its authorised agents) may verify that the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure a police check is completed and such other checks as may be has carried out through the Disclosure such security and Barring Service (DBS), vetting clearances and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andchecks.

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions or part of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable them for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfersreason, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 3 (Staff Transfer) shall apply. The Supplier shall not and shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the prior written consent of the Customer to dissuade or discourage any employees engaged in the provision of the Ordered Panel Services from transferring their employment to the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor. During the Termination Assistance Period, the Supplier shall and shall procure that any relevant Sub-Contractor shall: give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; where co-operate with the Relevant Transfer involves Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Former Supplier EmployeesEmployees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, Part B at the direction of the Customer, the Replacement Supplier of any period of notice given by the Supplier or received from any person referred to in the Staffing Information as defined in Contract Schedule 5 3 (Staff Transfer), regardless of when such notice takes effect. The Supplier shall not for a period of twelve (12) Months from the date of transfer reemploy or re-engage or entice any employees, suppliers or Sub-Contractors whose employment or engagement is transferred to the Customer and/or the Replacement to an express right to make such offer under Contract Schedule 3 (Staff Transfer) shall apply; where in respect of a Transferring Supplier Employee not identified in the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier's Final Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The Authority and the Supplier acknowledge that the arrangements described in this Contract are such that no contractual relationship will exist either expressly or impliedly between any Supplier Personnel and the Authority. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; shall ensure that all Supplier Personnel: are appropriately qualified, trained Personnel shall adhere to any and experienced to provide the Goods and/or Services with all reasonable skill, care health and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy safety rules and the Standards; obey all lawful instructions regulations and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable other requirements of the Customer concerning conduct at Authority notified to it from time to time. The Supplier shall ensure that all Supplier Personnel shall adhere to any and all monitoring procedures and any other monitoring requirements of the Customer PremisesAuthority notified to it from time to time. The Supplier shall ensure that all Supplier Personnel shall irrevocably and with full title guarantee assign any and all right, title and interest in the products of their services and all related rights and properties hereunder to the Supplier to hold absolutely throughout the world in perpetuity. The Supplier shall indemnify, keep indemnified and hold harmless, the Authority and its officers, employees, contractors and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands in respect of, caused by, or arising from any default or breach of Supplier Personnel of the security requirements obligations set out in Contract Schedule 4 (Security); subject clauses 25.2 to Contract Schedule 5 (Staff Transfer) ;25.4 above. In the event that the Authority has reasonable grounds for dissatisfaction with the manner in which the Services are being carried out, retain overall control of they may require the Supplier to replace the Supplier Personnel at all times so involved PROVIDED that the Authority shall be entitled: in the event that the Supplier is unable to provide a substitute which the Authority, acting reasonably, finds acceptable; or in the event that the Authority, acting reasonably, is not satisfied with two consecutive substitutes; to terminate this Contract. The Supplier agrees that the Supplier Personnel shall not be will accept all local security arrangements deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default reasonably necessary by the Supplier; use all reasonable endeavours Authority provided such security arrangements are advised to minimise the number of changes Supplier in writing in advance. The Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure agrees that the Supplier Personnel shall vacate will comply with project control/reporting arrangements deemed necessary by the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes Authority provided that any of such project control/reporting arrangements are advised to the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement writing in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andadvance.

Supplier Personnel. Supplier Personnel 21.1.1 The Supplier shall: : a) provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer and (including, if so required by the Customer, the ICT Policyiii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); Security Management) where this is used; c) subject to Contract Call Off Schedule 5 12 (Staff Transfer) ;where this is used, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; ; d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; ; e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. . 21.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: : a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 21.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 26.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 17.1 The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so Parties confirm that the Supplier Personnel shall Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended do not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon apply on the Contract Expiry Date. If Commencement Date [or the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect expiry or termination of this Contract]. 17.2 Nothing in this Contract will render the Supplier’s Personnel, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision an employee, agent or partner of the Goods and/or Services Company or any other member of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held TfL Group by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement virtue of the provision of the Services by the Supplier under the Contract, and the Supplier shall be responsible for making appropriate deductions for tax and national insurance contributions from the remuneration paid to the Supplier’s Personnel. 17.3 The Supplier shall provide the Supplier’s Personnel as necessary for the proper and timely performance and management of the Services in accordance with the Contract. All personnel deployed on work relating to the Contract shall have the appropriate qualifications and competence, be properly managed and supervised and in these and any other respects be acceptable to the Company. 17.4 Without prejudice to any of the Company’s other rights, powers or remedies, the Company may (without liability to the Supplier) deny access to any Supplier’s Personnel to any Company premises and/or require that any Supplier’s Personnel be immediately removed from performing the Services if such Supplier’s Personnel in the Company's view have not been properly trained in any way required by this Contract, are otherwise incompetent, negligent, guilty of misconduct or could be a danger to any person. The Company shall notify the Supplier of such denial and/or requirement in writing and the Supplier shall comply with such notice and provide a suitable replacement (with the Company’s Representative’s prior consent in the case of Key Personnel). 17.5 The Supplier shall give the Company, if so requested, full particulars of all persons who are or may be at any time employed on the Contract and shall take all reasonable steps to avoid changes to any of its staff designated in the Contract as Key Personnel. The Supplier shall give the Company reasonable notice of any proposals to change Key Personnel and Clause 17.3 shall apply to the proposed replacement personnel. 17.6 Notwithstanding Clause 17.1, the Supplier shall indemnify, keep indemnified and hold harmless the Company from and against all Losses which the Company or other member of the Company Group incur or suffer in relation to the Supplier’s Personnel or any person who may allege to be the same (whenever such Losses may arise) or any failure by the Supplier to comply with Clause 17.4. 17.7 The Supplier shall pay to the Supplier’s Personnel not less than the amounts declared to the Company (if any) as part of the Services results tender process for the Contract and not less than the amounts to which the Supplier’s Personnel are contractually entitled. 17.8 The Supplier shall provide training to the Company’s personnel (including its employees, officers, suppliers, sub-contractors and agents) as specified in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and3.

Supplier Personnel. 12.1 The Supplier Service Provider shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; : 12.1.1 ensure that all Supplier Service Provider Personnel: : 12.1.1.1 are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; 12.1.1.2 are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 2 (SecuritySpecification and Service Provider Solution); subject to Contract Schedule 5 (Staff Transfer) and 12.1.1.3 comply with all reasonable security and other requirements of UK Biobank concerning conduct at UK Biobank Premises;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; 12.1.2 be liable at all times for all acts or omissions of Supplier Service Provider Personnel, so that any act or omission of a member of any Supplier Service Provider Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; Service Provider; 12.1.3 use all reasonable endeavours to minimise the number of changes in Supplier Service Provider Personnel; ; 12.1.4 replace (temporarily or permanently, as appropriate) any Supplier Service Provider Personnel as soon as practicable if any Supplier Service Provider Personnel have been removed or are unavailable for any reason whatsoever; and 12.1.5 bear the programme familiarisation and other costs associated with any replacement of any Supplier Service Provider Personnel; . 12.2 The Service Provider’s key personnel listed in Part B of Schedule 2 (Specification and procure that Service Provider Solution) shall carry out the Supplier Personnel Services (including the key roles so specified) unless otherwise agreed with UK Biobank Representative (whose agreement shall vacate not be unreasonably withheld or delayed), which shall be the Customer Premises immediately upon “Key Personnel” and “Key Roles” respectively for the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect purposes of this ContractAgreement. 12.3 The Service Provider shall not remove or replace any Key Personnel unless: 12.3.1 requested to do so by UK Biobank; 12.3.2 the person concerned resigns, it may: refuse admission to retires or dies or is on maternity or long-term sick leave; 12.3.3 the relevant person(s) to person’s employment or contractual arrangement with the Customer PremisesService Provider or a Sub-contractor is terminated; and/or direct or 12.3.4 the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is Service Provider obtains UK Biobank’s prior written consent (such consent not to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have unreasonably withheld 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 check with the records held by the Department for Education (DfEdelayed); 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 Disclosure and Barring . 12.4 The Service (DBS), and the Supplier shall not (and Provider shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who replacement for a Key Role: 12.4.1 has a Relevant Conviction level of qualifications and experience appropriate to the relevant Key Role; and 12.4.2 is fully competent to carry out the tasks assigned to the Key Personnel whom he or an inappropriate record. STAFF TRANSFER This Clause she has replaced. 12.5 UK Biobank Representative shall not apply if there are Goods but no Services Under this Contract. Where be entitled on written notice to request that the commencement of Service Provider terminate immediately any person’s involvement with the provision of the Services or any part when in the reasonable opinion of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andUK Biobank Representative it considers it undesirable for them to continue.

Supplier Personnel. The (a) Supplier shallshall appoint sufficient Supplier Personnel for each Task Order who are: (i) of suitable experience, training and skills to provide the Services and deliver to Work Product pursuant to such Task Order, including properly trained personnel fluent in the English language and able to handle telephone inquiries and questions, technical, implementation and program management support to establish and maintain all Services, (ii) adequately experienced and trained by Supplier, before such Supplier Personnel are assigned to perform the Services pursuant to such Task Order and (iii) authorized to work in the United States for the performance of any Services in the United States including Blanket L-1 approvals and H-1B visas for each of such Supplier Personnel. Supplier acknowledges and agrees that during the Agreement Term it shall retain Supplier Personnel with experience providing the Services and with knowledge of the technologies and computer programs in connection therewith. (b) In addition to Supplier Personnel assigned to a particular Task Order, as a part of the Services and at no additional expense to JPMC, Supplier shall provide: (i) an on-site account manager ("Account Manager") who shall be a senior level executive and shall be responsible for managing the day to day relationship between the Parties and (ii) an engagement manager ("Engagement Manager") who shall be a senior level executive and shall be responsible for managing the overall relationship between the Parties. This Account Manager shall have the necessary skills to provide on-site consultation and training for the technology support team as needed. (c) Without limiting Supplier's obligations herein, upon request by JPMC, Supplier shall provide JPMC, with respect to an applicable Task Order, with: (i) a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if any, dedicated full-time to providing the Services and who need access to the JPMC Operating Environment or technical systems and (ii) a contact list of support, technical, and program management representatives that may be contacted by JPMC. (d) If JPMC reasonably determines that the turnover rate for Supplier Personnel performing Services pursuant to a Task Order is excessive and so required by notifies Supplier, PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. then Supplier shall provide data concerning its turnover rate at the Customer, the ICT Policynext meeting referred to in Section 6.1 (Periodic Meetings) and provide shall discuss the Goods and/or Services reasons for the turnover rate at such meeting. All information, data, materials, and reports created or produced by Supplier in connection with this Subsection 5.1(d) (Supplier Personnel) shall be deemed Supplier's Confidential Information. Notwithstanding the foregoing or anything in this Agreement to the reasonable satisfaction contrary including Section 11.1(c) (General Confidentiality Obligations), JPMC shall be permitted to disclose such audit results to its regulators, its directors, officers, agents, subcontractors and employees and its Affiliates' and its directors, officers, agents, subcontractors and employees for any business purpose of JPMC and without complying with any restrictions set forth in such Section 11.1(c) (General Confidentiality Obligations) (e.g., written confidentiality agreements with non-employees, etc.). Furthermore, notwithstanding the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premisesforegoing or anything in this Agreement including Section 11.1(f) (General Confidentiality Obligations), including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel JPMC shall not be deemed have any obligation to be employeesreturn or destroy any of such information, agents data, materials, and reports upon Suppliers' request or contractors termination of the Customer; be liable at all times for all acts this Master Agreement or omissions any applicable Task Order. In any event, notwithstanding transfer or turnover of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours remains obligated to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of perform the Services or any part of the Services results without degradation and in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andaccordance with this Agreement.

Supplier Personnel. 21.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer PremisesSites, specifying the capacity in which they require admission and giving such other particulars as the Customer organisation to which the Sites relate (e.g. LCRN Partner in respect of their Sites or LCRN Host in respect of their Sites) may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) Authority and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and Authority. (iv) comply with all reasonable requirements of the Customer LCRN Hosts or LCRN Partners concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 their Sites; (Security); c) subject to Contract Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; Authority; (d) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (e) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (f) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (g) procure that the Supplier Personnel shall vacate the Customer Premises Sites immediately upon the Contract Expiry Date. . 21.1.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer PremisesSites; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 21.1.3 The decision of the Customer Authority as to whether any person is to be refused access to the Customer Premises Sites shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide Provide in advance of any admission to Buyer Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Buyer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions security requirements set out in Attachment 2.1 (Services Description) of the Customer Order Form and Schedule 2.4 (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSecurity Management); and comply with all reasonable requirements of the Customer Buyer concerning conduct at the Customer Buyer Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerBuyer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Buyer Premises immediately upon the Contract Expiry Datetermination or expiry of this Contract. If the Customer Buyer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Buyer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 15.1 For the provision of the Services, the Supplier will use its own personnel, which will always be under its dependence, supervision and professional control, and over which the Supplier will exercise the direction, control, selection, training, replacement, assurance, compensation, discipline and such other employer authorities provided by employment law. The Supplier shall: should provide its Personnel with the necessary equipment, tools and materials so that they can properly perform the tasks object of this Contract. 15.2 The relationship between the parties is exclusively of a list of commercial nature, and there is no labor relationship between BT and the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified. Therefore, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so may not be considered in fact or by law, as BT employees. At no time may it be understood that the Supplier Personnel shall not be deemed to be employees, agents signing of this Contract means the establishment of any employment relationship between BT or contractors of its main client and the Customer; be liable at all times for all acts or omissions of Supplier Personnel. To this extent, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate undertakes the Customer Premises immediately upon following: 15.3 To assign the Contract Expiry Date. If necessary human resources, both in quality and quantity, to carry out all its obligations under the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect terms of this Contract, it may: refuse admission performing and managing the service under its control and coordination, applying the appropriate standards and methodologies and providing BT, periodically, sufficient information to facilitate supervision and decision making throughout the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision performance of the Goods and/or Services service, all regardless of whether the work subject to this service is carried out at the facilities of the relevant person(s)Supplier, BT or its main customer, according to its needs. 15.4 To comply with all employment law obligations - including those related to workers' health and safety -, Social Security in relation to Supplier Personnel, as well as any additional expenses or costs incurred by their employees in providing the services collected in this contract, exempting, in this respect, from any responsibility to BT, other than expressly provided in this contract. Breach of any Supplier obligation with respect to Supplier Personnel shall entitle BT to terminate this Contract with immediate effect. 15.5 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member training of Supplier Personnel whorendering services at BT facilities is Supplier’s exclusive obligation and responsibility and will conform to each employee’s responsibilities for the Services. The training material and content shall be previously agreed upon with BT or with the latter's training agency, if applicable. The training of Supplier Personnel is included in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members price of the public Service. 15.6 The Supplier Personnel rendering Services at BT facilities should be clearly identified as Supplier employees and they should carry some kind of distinctive sign to whom the Customer owes a special duty of care, ease their identification as Supplier Personnel. BT will make available to the Supplier shall (and shall procure Personnel working at BT facilities an area that the relevant Sub-Contractor shall): carry out a check with the records held by the Department allows clearly separation from BT employees, adding or including, if necessary, for Education (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 Disclosure and Barring Service (DBS)this purpose, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ sign in the provision of furniture or at the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former area used by Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel.

Supplier Personnel. 14.1 The Supplier shall: provide : (a) Provide in advance of any admission to Buyer Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Buyer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions security requirements set out in Attachment 2.1 (Services Description) of the Customer Order Form and Schedule 2.4 (including, if so required by the Customer, the ICT PolicySecurity Management); and (iii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer Buyer concerning conduct at the Customer Buyer Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Buyer; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Buyer Premises immediately upon the Contract Expiry Date. termination or expiry of this Contract. 14.2 If the Customer Buyer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Buyer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). 14.3 The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term. The decision Attachment 9.2 (Key Personnel) of the Customer as to whether any person is to be refused access to Order Form lists the Customer Premises shall be final Key Roles and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members names of the public to whom the Customer owes a special duty of care, persons who the Supplier shall (and shall procure that appoint to fill those Key Roles at the Effective Date. 14.4 The Buyer may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant Sub-Contractor shall): carry out a check with person selected to fill those Key Roles shall be included on the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the list of Key Personnel. 14.5 The Supplier shall not remove or replace any Key Personnel (and shall ensure that any Subincluding when carrying out Exit Management) unless: (a) requested to do so by the Buyer; (b) the person concerned resigns, retires or dies or is on maternity leave, paternity leave or shared parental leave or long-Contractor shall notterm sick leave; (c) engage the person’s employment or continue contractual arrangement with the Supplier or a Sub- contractor is terminated for material breach of contract by the employee; or (d) the Supplier obtains the Buyer’s prior written consent (such consent not to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction be unreasonably withheld or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddelayed).

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or and Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or and Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or and Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or and 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or and Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The (a) Supplier shall: provide a list of the names of is solely responsible for all Supplier Personnel requiring admission to Customer Premisesand for the payment of their compensation, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by applicable, withholding of income taxes, and the Customerpayment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. (b) Prior to any Supplier Personnel performing any Services, Supplier will: (i) ensure that such Supplier Personnel have the ICT Policylegal right to work in the United States; (ii) upon request, require such Supplier Personnel to execute written agreements, in form and provide the Goods and/or Services substance acceptable to the reasonable satisfaction University, that bind such Supplier Personnel to confidentiality provisions that are at least as protective of the CustomerUniversity’s information (including all Confidential Information) as those contained in this Agreement; and (c) Supplier may be required to perform criminal background checks of its Personnel pursuant to the MSU Contractor Criminal Background Check Requirements Policy (“CBC Policy”), available at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/common/documents/criminal-back-ground-check.pdf. If Supplier is subject to the CBC Policy, Supplier must sign and deliver the Contractor Certification for Criminal Background Checks to University prior to the provision of any services or delivery of any goods. University reserves the right to audit compliance with the CBC Policy requirements and may require further documentation of compliance from Supplier. Non-compliance with the Policy is considered a material breach of this Agreement, which may result in a termination for cause. (d) Supplier and all Supplier Personnel will comply with all reasonable requirements rules, regulations, and policies of the Customer concerning conduct at University, which are available at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/for-suppliers/policies- requirements/index.html. (e) The University reserves the Customer Premises, including right to require the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member removal of any Supplier Personnel which results found, in a Default under this Contract shall the judgment of the University, to be a Default by unacceptable. The University’s request must be written with reasonable detail outlining the Supplier; use all reasonable endeavours to minimise reasons for the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removal request. Replacement personnel for the removed or are unavailable person must be fully qualified for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Dateposition. If the Customer reasonably believes that any of University exercises this right, and Supplier cannot immediately replace the Supplier Personnel are unsuitable removed personnel, the University agrees to undertake work negotiate an equitable adjustment in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons schedule or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure terms that the relevant Sub-Contractor shall): carry out a check with the records held may be affected by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andUniversity’s required removal.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Ordered Panel Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Ordered Panel Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the any security requirements set out in Contract Schedule 4 (Security)as notified to the Supplier by the Customer from time to time; subject to Contract Schedule 5 3 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default breach under this Legal Services Contract shall be a Default breach by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the any Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 14.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; diligence including (but not limited to) acting in accordance with The London Child Protection Procedures 2015 (5th edition) (as amended from time to time) or such other policies as the Authority may adopt in respect of safeguarding; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standardssecurity requirements set out in Schedule 2.1 (Services Description); obey all lawful instructions and reasonable directions of the Customer and (including, if so required by the Customer, the ICT Policyiii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). 14.3 The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term. The decision Schedule 9.2 (Key Personnel) lists the Key Roles and names of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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, who the Supplier shall (and shall procure that appoint to fill those Key Roles at the Effective Date. 14.4 The Authority may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant Sub-Contractor shall): carry out a check with person selected to fill those Key Roles shall be included on the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the list of Key Personnel. 14.5 The Supplier shall not remove or replace any Key Personnel (and shall ensure that any including when carrying out Exit Management) unless: (a) requested to do so by the Authority (acting reasonably); (b) the person concerned resigns, retires or dies or is on maternity or long-term sick leave; (c) the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor shall notcontractor is terminated for material breach of contract by the employee; or (d) engage the Supplier obtains the Authority’s prior written consent (such consent not to be unreasonably withheld or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddelayed).

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 28.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Authority Employees, Part A of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 11 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 11 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 11 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 14.1 The Supplier shall: : (a) provide as soon as possible in advance of any admission to Authority Premises (and in any event no less than ten (10) Working Days, unless agreed otherwise by the Authority) a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 2.4 (Security Management); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;Transfers), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, workers, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; subject to the extent that a replacement of the relevant Supplier Personnel is required: (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s), and the Authority shall, where reasonably possible and subject always to relevant security restrictions, provide its reasons for such reasonable belief. 14.3 The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term. The decision Schedule 9.2 (Key Personnel) lists the Key Roles and names of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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, who the Supplier shall (and shall procure that appoint to fill those Key Roles at the Effective Date. 14.4 The Authority may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant Sub-Contractor shall): carry out a check with person selected to fill those Key Roles shall be included on the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the list of Key Personnel. 14.5 The Supplier shall not remove or replace any Key Personnel on a long term or permanent basis (and shall ensure that any including when carrying out Exit Management) unless: (a) requested to do so by the Authority; (b) the person concerned resigns, retires or dies or is on maternity leave, paternity leave or shared parental leave, adoption leave or long-term sick leave (namely sick leave, which is expected to be, or turns out to be, of fifteen (15) days or more); (c) the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor shall notcontractor is terminated for material breach of contract by the employee; or (d) engage the Supplier obtains the Authority’s prior written consent (such consent not to be unreasonably withheld or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddelayed).

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; ; (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and and (iv) comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); ; (c) subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; ; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Contracting Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Contracting Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer Contracting Authority (including, if so required by the CustomerContracting Authority, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerContracting Authority; and comply with all reasonable requirements of the Customer Contracting Authority concerning conduct at the Customer Contracting Authority Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerContracting Authority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Contracting Authority Premises immediately upon the Contract Call Off Expiry Date. If the Customer Contracting Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Contracting Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer Contracting Authority as to whether any person is to be refused access to the Customer Contracting Authority Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Contracting Authority has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer Contracting Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 22.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to supply provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer and (including, if so required by the Customer, the ICT Policyiii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements set out in Contract Schedule 4 6 (Security); ; (c) subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. . 22.1.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 22.1.3 The decision of the Customer Authority as to whether any person is to be refused access to the Customer Authority Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so will procure that any act key individuals named in Schedule 1 or omission of a member of Schedule 2, and/or any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or Order are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement actively involved in the provision of the Goods and/or Services and if relevant in the manner set out in that Schedule and/or any Order. Should any such key individual cease to be involved in the provision of the relevant person(sGoods and/or Services for any reason, the Supplier will with the Purchaser's consent appoint a suitable replacement (such consent not to be unreasonably withheld or delayed). The decision of Purchaser shall have the Customer as right to whether refuse to admit to, or direct the removal from, any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Location any Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members opinion of the public Purchaser is not a fit and proper person to whom be at the Customer owes a special duty relevant Location, such action to be confirmed promptly in writing to the Supplier by the Purchaser, but it shall not relieve the Supplier of careits obligations under this Agreement and/or any Order. Where the Purchaser has requested it, the Supplier shall (will ensure that all of the Supplier Personnel have been vetted and shall procure that screened in such manner as the relevant Sub-Contractor shall): carry out Purchaser may reasonably require and, when requested, have signed a check with letter of confidentiality addressed to the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Purchaser. The Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ retain in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where in the commencement reasonable opinion of the provision Purchaser fails to conduct himself or herself in accordance with his or her terms and conditions of engagement and in a proper manner. The Supplier will ensure that the Services or execution of any work undertaken as part of the Goods and/or Services results shall be properly and adequately supervised and that all Supplier Personnel shall be properly trained. The Supplier shall make it clear in one writing to all Supplier Personnel that no contract of employment, contract of services or more Relevant Transferscontract for services is formed between that Supplier Personnel and the Purchaser. In relation to all Supplier Personnel, Contract Schedule 5 (Staff Transfer) the Supplier shall apply as follows: where use its best endeavours to satisfy the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPurchaser that it has:-

Supplier Personnel. The Customer and Supplier shall: provide a list agree and acknowledge that in the event of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced ceasing to provide the Goods and/or Ordered Panel Services with all reasonable skillor part of them for any reason, care Schedule 4 shall apply. The Supplier shall not and diligence; are vetted in accordance with Good Industry Practice and, where applicable, shall procure that any relevant Sub-Contractor shall not take any step (expressly or implicitly and directly or indirectly by itself or through any other person) without the Security Policy and the Standards; obey all lawful instructions and reasonable directions prior written consent of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents dissuade or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that discourage any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement employees engaged in the provision of the Goods and/or Ordered Panel Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access from transferring their employment to the Customer Premises shall be final and conclusiveand/or the Replacement Supplier and/or Replacement Sub-Contractor. For each member of Supplier Personnel who, in providing During the Goods and/or 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 careTermination Assistance Period, the Supplier shall (and shall procure that the any relevant Sub-Contractor shall): carry out a check : give the Customer and/or the Replacement Supplier and/or Replacement Sub-Contractor reasonable access to the Supplier's personnel and/or their consultation representatives to present the case for transferring their employment to the Customer and/or the Replacement Supplier and/or to discuss or consult on any measures envisaged by the Customer, Replacement Supplier and/or Replacement Sub-Contractor in respect of persons expected to be Transferring Supplier Employees; co-operate with the records held Customer and the Replacement Supplier to ensure an effective consultation process and smooth transfer in respect of Transferring Supplier Employees in line with good employee relations and the effective continuity of the Ordered Panel Services. The Supplier shall immediately notify the Customer or, at the direction of the Customer, the Replacement Supplier of any period of notice given by the Department for Education (DfE); conduct thorough questioning regarding Supplier or received from any Relevant Convictions; and ensure a police check is completed and person referred to in the Staffing Information as defined in Schedule 4, regardless of when such other checks as may be carried out through the Disclosure and Barring Service (DBS), and the notice takes effect. The Supplier shall not for a period of twelve (and shall ensure that 12) Months from the date of transfer re-employ or re-engage or entice any employees, suppliers or Sub-Contractor shall not) engage Contractors whose employment or continue engagement is transferred to employ in the provision of Customer and/or the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause Replacement Supplier except that this paragraph 10.5 shall not apply if there are Goods but no Services Under this Contract. Where where an offer is made pursuant to an express right to make such offer under Schedule 4 in respect of a Transferring Supplier Employee not identified in the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier's Final Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel List.

Supplier Personnel. The ‌ A. Selection and Management of Supplier shall: provide a list of the names of all Personnel‌ Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; shall ensure that all Supplier Personnel: Personnel performing under this Contract are appropriately qualifiedcompetent and knowledgeable of the contractual arrangements and the applicable order or SOW between Authorized User and Supplier. Supplier acknowledges that Supplier is the employer of all Supplier employees and shall have the sole responsibility to supervise, trained and experienced counsel, discipline, review, evaluate, set the pay rates of, provide (to provide the Goods and/or Services with all reasonable skill, extent required by law) health care and diligence; are vetted in accordance with Good Industry Practice andother benefits for, where applicable, and terminate the Security Policy employment of Supplier employees. Supplier shall be solely responsible for the supervision and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so including all acts, omissions, gross negligence, and willful misconduct of Supplier Personnel. Additionally, Supplier shall ensure that any act or omission of a member Supplier Personnel comply with the appropriate Authorized User’s site security, information security and personnel conduct rules, as well as applicable federal, state and local laws, including export regulations. Authorized User reserves the right to require the immediate removal from such Authorized User’s premises of any Supplier Personnel which whom such Authorized User believes has failed to comply with the above or whose conduct or behavior is unacceptable or unprofessional or results in a Default under security or safety breach. B. Key Personnel‌ An order or SOW may designate certain of Supplier’s personnel as “Key Personnel” or “Project Managers”. Supplier’s obligations with respect to Key Personnel and Project Managers will be described in the applicable order or SOW. Any changes to Key Personnel must be mutually agreed to in writing by Supplier and Authorized User. Failure of Supplier to perform in accordance with such obligations may be deemed a breach of this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have applicable order 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andSOW.

Supplier Personnel. 14.1 The Supplier shall: : (a) provide in advance of any admission to RCDTS Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer RCDTS may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and Schedule 2.4 (Security Management); (iii) comply with all relevant policies and reasonable requirements of the Customer RCDTS concerning conduct at the Customer RCDTS Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); and (iv) meet the training and awareness requirements set out in Paragraph 23.2(e); (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; RCDTS; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (i) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (ii) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (iii) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (iv) procure that the Supplier Personnel shall vacate the Customer RCDTS Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer RCDTS reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer RCDTS Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide to the Customer a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); subject to Contract Call Off Schedule 5 12 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if .] [The Parties agree that : on the Call Off Commencement Date there are Goods but no Services Under this Contract. Where is a relevant transfer for the commencement purposes of the provision Employment Regulations, and the provisions of the Services Parts [A or any part B] and E of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 12 (Staff Transfer) shall apply as follows: where will apply; and; on the Relevant Transfer involves Call Off Expiry Date there may be a relevant transfer for the transfer purposes of Transferring Customer Employees, the Employment Regulations and Part A D of Contract Call Off Schedule 5 12 (Staff Transfer) shall will apply; where .] [The Parties agree that: on the Relevant Transfer involves Call Off Commencement Date there is not a relevant transfer for the transfer purposes of Transferring Former Supplier Employeesthe Employment Regulations, Part B and the provisions of Contract Parts C and E of Call Off Schedule 5 12 (Staff Transfer) shall will apply; where and on the Relevant Transfer involves Call Off Expiry Date there may be a relevant transfer for the transfer purposes of Customer Employees the Employment Regulations and Transferring Former Supplier Employees, Parts A and B Part D of Contract Call Off Schedule 5 12 (Staff Transfer) will apply.] [If the Parties cannot agree whether or not based upon a reasonable assessment of the facts on the Call Off Commencement Date there is a situation to which the Employment Regulations may apply, the Customer shall apply; andbased on a reasonable assessment of the evidence available to it make such determination. In assisting the Customer to make such determination, the Supplier and any Former Supplier shall be permitted to make representations to the Customer within such time period as the Customer may reasonably specify.] [The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.]

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 34.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 34.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 35 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services and the delivery of purchased Goods with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services and the delivery of purchased Goods to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services and the delivery of purchased Goods of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 35.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and the delivery of purchased Goods without Approval. Notwithstanding Clause 35.1.6, for each member of Supplier Personnel who, in providing the Goods and/or Servicesand the delivery of purchased Goods, 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services and the delivery of purchased Goods any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 36 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 28.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; ; (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and and (iv) comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); ; (c) subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; ; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. . 28.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 28.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 30.1 The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; Premises and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of any of the relevant person(s)Supplier Personnel whom the Customer believes represents a security risk or does not have the required levels of training and expertise or where the Customer has other grounds for doing so. The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member it shall not be obliged to provide any reasons. 30.2 The Supplier shall use all reasonable endeavours to ensure continuity of personnel and to ensure that the turnover rate of its staff engaged in the provision or management of the Services is at least as good as the prevailing industry norm for similar services, locations and environments. 30.3 The Supplier shall provide to the Customer a list of names of all Supplier Personnel whoand prospective Supplier Personnel it intends to engage in the provision of the Services or performance of the Supplier’s obligations under this Contract, and shall promptly update the list as necessary. 30.4 The Supplier shall comply with the Staff Vetting Procedures in providing respect of all Supplier Personnel employed or engaged in the Goods and/or provision of the Services and shall ensure that Clearance is obtained in relation to all such persons. The Supplier confirms that all Supplier Personnel employed or engaged by the Supplier at the Effective Date who are to be employed or engaged in the provision of the Services, haswere vetted and recruited on a basis that is equivalent to and no less strict than the Staff Vetting Procedures. In respect of any Supplier Personnel who are employed by the Supplier as a result of a Relevant Transfer which occurs during the Term, will have the Suppliers' obligations to comply with the Staff Vetting Procedures and provide the confirmation set out above shall apply with effect from three (3) months following the date of that Relevant Transfer. 30.5 The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is likely found by the Supplier 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 check with the records held by the Department for Education (DfE); conduct thorough questioning regarding any Relevant Convictions; and ensure Convictions (whether as a result of a police check is completed and such other checks as may be carried out or through the Disclosure and Barring Service (DBSprocedures or otherwise), is employed or engaged in the provision of any part of the Services without the Customer's prior and the express written consent. 30.6 The Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage provide training on a continuing basis for all Supplier Personnel employed or continue to employ engaged in the provision of the Goods and/or Services any person who has in compliance with the Security Policy and Security Management Plan. 30.7 In the event that it will take longer to secure Clearance than for the Supplier to carry out the necessary work, 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, provided that if the role of the Sub- contractor requires immediate and routine unsupervised access to: 30.7.1 sites or persons at risk of terrorist attack, in which case a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there counter terrorism check can be required; or 30.7.2 assets protectively marked as at least SECRET, Clearance will be required in relation to such persons before they are Goods but no Services Under this Contract. given the relevant access. 30.8 Where the commencement of persons engaged by a Sub-contractor have previously held Clearance, the provision of 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 Services following conditions are met: 30.8.1 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; 30.8.2 the Sub-contractor has worked on a job where the Clearance was required in the past 12 months; or 30.8.3 the Sub-contractor has not resided overseas for more than six months since its last cleared post. 30.9 If the Staff Vetting Procedures are changed, the Customer shall be entitled to require the Supplier from time to time, at the Customer’s expense, to vet in accordance with the changed Staff Vetting Procedures all the Supplier Personnel (or any part of the Services results Supplier Personnel specified by the Customer) who are employed or engaged in one or more Relevant Transfers, the performance of this Contract Schedule 5 (and who were recruited prior to the implementation of the changed Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andVetting Procedures.

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; ; (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and and (iv) comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Schedule 5 ; (Staff Transferc) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Not used (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 35.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 35.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 36 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The (a) Supplier shall: provide a list of the names of is solely responsible for all Supplier Personnel requiring admission to Customer Premisesand for the payment of their compensation, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by applicable, withholding of income taxes, and the Customerpayment and withholding of social security and other payroll taxes, unemployment insurance, workers’ compensation insurance payments and disability benefits. (b) Prior to any Supplier Personnel performing any Services, Supplier will: (i) ensure that such Supplier Personnel have the ICT Policylegal right to work in the United States; (ii) upon request, require such Supplier Personnel to execute written agreements, in form and provide the Goods and/or Services substance acceptable to the reasonable satisfaction University, that bind such Supplier Personnel to confidentiality provisions that are at least as protective of the CustomerUniversity’s information (including all Confidential Information) as those contained in this Agreement; and (c) Supplier may be required to perform criminal background checks of its Personnel pursuant to the MSU Contractor Criminal Background Check Requirements Policy (“CBC Policy”), available at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/common/documents/criminal-back-ground-check.pdf. If Supplier is subject to the CBC Policy, Supplier must sign and deliver the Contractor Certification for Criminal Background Checks to University prior to the provision of any services or delivery of any goods. University reserves the right to audit compliance with the CBC Policy requirements and may require further documentation of compliance from Supplier. Non-compliance with the Policy is considered a material breach of this Agreement, which may result in a termination for cause. (d) Supplier and all Supplier Personnel will comply with all reasonable requirements rules, regulations, and policies of the Customer concerning conduct at University, which are available at: ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/procurement/supplier- resources/policies-for-suppliers/index.html. (e) The University reserves the Customer Premises, including right to require the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member removal of any Supplier Personnel which results found, in a Default under this Contract shall the judgment of the University, to be a Default by unacceptable. The University’s request must be written with reasonable detail outlining the Supplier; use all reasonable endeavours to minimise reasons for the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removal request. Replacement personnel for the removed or are unavailable person must be fully qualified for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Dateposition. If the Customer reasonably believes that any of University exercises this right, and Supplier cannot immediately replace the Supplier Personnel are unsuitable removed personnel, the University agrees to undertake work negotiate an equitable adjustment in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons schedule or other members of the public to whom the Customer owes a special duty of care, the Supplier shall (and shall procure terms that the relevant Sub-Contractor shall): carry out a check with the records held may be affected by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andUniversity’s required removal.

Supplier Personnel. 14.1 The Supplier shall: provide : (a) Provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 3 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 5 (Security Management); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Security Management); (c) subject to Schedule 26 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 14.1 The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; premises and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of any of the relevant person(s)Supplier Personnel, including Key Personnel, whom the Customer reasonably believes represents a security risk or does not have the required levels of training and expertise or where the Customer has other reasonable grounds for doing so. The decision Supplier shall not be excused performance of its obligations under any Service Agreement as a result of compliance with such Customer instruction. 14.2 The Supplier shall use all reasonable endeavours to ensure continuity of personnel and to ensure that (other than where agreed with the Customer) the turnover rate of its staff is consistent with the maintenance of good employer practice, service and minimises any loss of knowledge and/or experience. Key Personnel 14.3 The Parties have agreed to the appointment of the Key Personnel listed in the Service Agreement Paragraph 14. The Supplier shall obtain the prior written consent of the Customer as before removing or replacing any Key Personnel during the Term (including the period when executing the Exit Management Plan), and, where possible, at least 3 months written notice must be provided by the Supplier of its intention to whether any person is to be refused access replace Key Personnel. 14.4 The Customer shall not unreasonably delay or withhold its consent to the appointment of a replacement for any relevant Key Personnel by the Supplier. The Customer Premises may interview the candidates for Key Personnel positions before they are appointed. 14.5 The Supplier acknowledges that the Key Personnel are essential to the proper provision of the Services. The Supplier shall ensure that the role of any Key Personnel is not vacant for any longer than 10 Working Days and that any replacement or temporary replacement shall be final as or more qualified and conclusive. For experienced as the previous incumbent and fully competent to carry out the tasks assigned to the Key Personnel whom he or she has replaced. 14.6 The Supplier shall ensure that each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public Key Personnel shall work for such a period of time in the performance of the Services that is commensurate with and sufficient to whom perform the obligation of that person's role unless the Customer owes a special duty of careotherwise gives its prior written consent. Subject to Clause 14.7, to the extent that it can do so without disregarding its statutory and contractual obligations, the Supplier shall (and take all reasonable steps to ensure that it retains the services of all the Key Personnel. 14.7 The Customer shall procure that not be liable for the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (DfE); conduct thorough questioning regarding cost of replacing any Relevant Convictions; and ensure a police check is completed and such other checks as may be carried out through the Disclosure and Barring Service (DBS), Key Personnel and the Supplier shall not (and shall ensure indemnify the Customer against all Employee Liabilities that any Sub-Contractor shall not) engage or continue to employ may arise in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andrespect.

Supplier Personnel. 21.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer PremisesSites, specifying the capacity in which they require admission and giving such other particulars as the Customer organisation to which the Sites relate (e.g. LCRN Partner in respect of their Sites or LCRN Host in respect of their Sites) may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; and (iii) obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) Authority and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and Authority; (iv) comply with all reasonable requirements of the Customer LCRN Hosts or LCRN Partners concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 their Sites; (Security); c) subject to Contract Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; Authority; (d) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (e) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (f) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (g) procure that the Supplier Personnel shall vacate the Customer Premises Sites immediately upon the Contract Expiry Date. . 21.1.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer PremisesSites; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 21.1.3 The decision of the Customer Authority as to whether any person is to be refused access to the Customer Premises Sites shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 and Call Off Schedule 10 (Staff Transfer) shall not apply if there are Goods but no Services Under to Lots 2, 3, 4 and 5 under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer and (including, if so required by the Customer, the ICT Policyiii) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 8 (Security); ; (c) subject to Contract Call Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; ; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 14.1 The Supplier shall: : (a) provide as soon as possible in advance of any admission to Authority Premises (and in any event no less than ten (10) Working Days, unless agreed otherwise by the Authority) a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 2.4 (Security Management); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, workers, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; subject to the extent that a replacement of the relevant Supplier Personnel is required: (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 28.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 28.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where NOT USED The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28. shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Contracting Authority Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer Contracting Authority may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer Contracting Authority (including, if so required by the CustomerContracting Authority, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerContracting Authority; and comply with all reasonable requirements of the Customer Contracting Authority concerning conduct at the Customer Contracting Authority Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the CustomerContracting Authority; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Contracting Authority Premises immediately upon the Contract Call Off Expiry Date. If the Customer Contracting Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Contracting Authority Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer Contracting Authority as to whether any person is to be refused access to the Customer Contracting Authority Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Contracting Authority has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members of the public to whom the Customer Contracting Authority owes a special duty of care, the Supplier shall (and shall procure that the relevant Sub-Contractor shall): carry out a check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28. shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 27.1.1 The Supplier shall: : (a) provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; (b) ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. . 27.1.2 If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). . 27.1.3 The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. 14.1 The Supplier shall: : (a) provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and Schedule 2.4 (Security Management); (iii) comply with all relevant policies and reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); and (iv) meet the training and awareness requirements set out in Clause 23.2(e); and (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (i) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (ii) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (iii) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (iv) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. Supplier Personnel The Supplier shall: ) provide a list of the names of all Supplier Personnel requiring admission ad- mission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ) ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable reasona- ble satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning con- cerning conduct at the Customer Premises, including the security secu- rity requirements set out in Contract Schedule 4 (Security); ) subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control con- trol of the Supplier Personnel at all times so that the Supplier Personnel Per- sonnel shall not be deemed to be employees, agents or contractors of the Customer; ) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; ) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and ) procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. Relevant Convictions For each member of Supplier Personnel who, in providing the Goods and/or 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 spe- cial duty of care, the Supplier shall (and shall procure that the relevant Sub-Sub- Contractor shall): ) carry out a check with the records held by the Department for Education Edu- cation (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor Contrac- tor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: ) where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff TransferTrans- fer) shall apply; ) where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; ) where the Relevant Transfer involves the transfer of Customer Employees Em- ployees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andand ) Part C of Contract Schedule 5 (Staff Transfer) shall not apply; Where commencement of the provision of the Services or a part of the Ser- vices does not result in a Relevant Transfer, Part C of Contract Schedule 5 (Staff Transfer) shall apply and Parts A and B of Contract Schedule 5 (Staff Transfer) shall not apply. Part D of Contract Schedule 5 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services. The Supplier shall both during and after the Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 14.1 The Supplier shall: provide : (a) Provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 5 (Security Management); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Security Management); (c) subject to Schedule 28 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Contract. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 29.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 29.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 30 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Authority and the Supplier acknowledge that the arrangements described in this Contract are such that no contractual relationship will exist either expressly or impliedly between any Supplier Personnel and the Authority. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; shall ensure that all Supplier Personnel: are appropriately qualified, trained Personnel shall adhere to any and experienced to provide the Goods and/or Services with all reasonable skill, care health and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy safety rules and the Standards; obey all lawful instructions regulations and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable other requirements of the Customer concerning conduct at Authority notified to it from time to time. The Supplier shall ensure that all Supplier Personnel shall adhere to any and all monitoring procedures and any other monitoring requirements of the Customer PremisesAuthority notified to it from time to time. The Supplier shall ensure that all Supplier Personnel shall irrevocably and with full title guarantee assign any and all right, title and interest in the products of their services and all related rights and properties hereunder to the Supplier to hold absolutely throughout the world in perpetuity. The Supplier shall indemnify, keep indemnified and hold harmless, the Authority and its officers, employees, contractors and agents from and against all proceedings, actions, costs (including legal costs), charges, claims, expenses, damages, liability, losses and demands in respect of, caused by, or arising from any default or breach of Supplier Personnel of the security requirements obligations set out in Contract Schedule 4 (Security); subject clauses 26.2 to Contract Schedule 5 (Staff Transfer) ;26.4 above. In the event that the Authority has reasonable grounds for dissatisfaction with the manner in which the Goods are being provided and delivered, retain overall control of they may require the Supplier to replace the Supplier Personnel at all times so involved PROVIDED that the Authority shall be entitled: in the event that the Supplier is unable to provide a substitute which the Authority, acting reasonably, finds acceptable; or in the event that the Authority, acting reasonably, is not satisfied with two consecutive substitutes; to terminate this Contract. The Supplier agrees that the Supplier Personnel shall not be will accept all local security arrangements deemed reasonably necessary by the Authority provided such security arrangements are advised to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so in writing in advance. The Supplier agrees that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default will comply with project control/reporting arrangements deemed necessary by the Supplier; use all reasonable endeavours Authority provided that such project control/reporting arrangements are advised to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement writing in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andadvance.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call-Off Schedule 4 8 (Security); subject to Contract Call-Off Schedule 5 11 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call-Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call-Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call-Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For Where specified in the Order Form or elsewhere in this Call-Off Contract, the Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 24.2.1, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call-Off Schedule 5 11 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Authority Employees, Part A of Contract Call-Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call-Off Schedule 5 11 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Transferring Authority Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call-Off Schedule 5 11 (Staff Transfer) shall apply; andand Part C of Call-Off Schedule 11 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call-Off Schedule 11 (Staff Transfer) shall apply and Parts A and B of Call-Off Schedule 11 (Staff Transfer) shall not apply; and Part D of Call-Off Schedule 11 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call-Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. (a) The Supplier shall: provide a list , throughout the term of this Agreement: (i) ensure that the Services are provided by persons who are suitably experienced and qualified for, and competent to perform, the tasks which fall within their respective responsibilities; and (ii) maintain and develop the skills and experience of the names personnel engaged in the provision of the Services by training, development, instruction, work experience or otherwise. HSBC Holdings plc/GP Strategies Managed Services Limited Global Outsourcing Services Agreement (b) The Supplier shall, and shall procure the Supplier Contracting Party and the Supplier Affiliates shall, take all steps lawfully open to it to require that appropriate standards of probity and confidentiality are maintained by the Supplier Personnel. (c) The Supplier shall be responsible and liable for the management of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions unlawful acts and reasonable directions omissions of Supplier Personnel whilst they are on HSBC Premises as a result of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction provision of the Customer; Services. (d) The Supplier shall fully and comply effectively indemnify and keep indemnified HSBC and each other relevant HSBC Group Member from and against all Losses that may be suffered or incurred by HSBC or any other HSBC Group Member in connection with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control unlawful acts or omissions of the Supplier Personnel at all times so that carried out in connection with or relating to the Supplier Personnel shall not be deemed to be employeesprovision of the Services and/or when dealing with any individuals employed or engaged in any capacity by HSBC or any other HSBC Group Member, or any partners, members, directors, consultants, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnelthereof, so save where that any act or omission has been caused by HSBC or any other HSBC Group Member. (e) Without relieving the Supplier of its obligations under this Agreement, HSBC shall have the right by written notice to the Supplier to require the immediate removal of any of the Supplier Personnel who are acting in a member manner which will cause (in the reasonable opinion of HSBC), material disruption or damage to HSBC's business, employees, assets or reputation, or those of any other HSBC Group Member. HSBC may request the removal of any Supplier Personnel which results in on grounds of poor or inefficient performance. In such event, the Supplier shall propose to HSBC a Default plan for appropriate remedial action. If the action taken under this Contract such plan fails to resolve the issues identified by HSBC within the timescales reasonably acceptable to HSBC under the agreed remedial plan, the Supplier shall be a Default by remove and replace the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any relevant Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andpossible.

Supplier Personnel. 15.1 For the provision of the Services, the Supplier will use its own personnel, which will always be under its dependence, supervision and professional control, and over which the Supplier will exercise the direction, control, selection, training, replacement, assurance, compensation, disciplin e and such other employer authorities provided by employment law. The Supplier shall: should provide its Personnel with the necessary equipment, tools and materials so that they can properly perform the tasks object of this Contract. 15.2 The relationship between the parties is exclusively of a list of commercial nature, and there is no labor relationsh ip between BT and the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified. Therefore, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so may not be considered in fact or by law, as BT employees. At no time may it be understood that the Supplier Personnel shall not be deemed to be employees, agents signing of this Contract means the establishment of any employment relationship between BT or contractors of its main client and the Customer; be liable at all times for all acts or omissions of Supplier Personnel. To this extent, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate undertakes the Customer Premises immediately upon following: a) To assign the Contract Expiry Date. If necessary human resources, both in quality and quantity, to carry out all its obligations under the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect terms of this Contract, it may: refuse admission performing and managing the service under its control and coordination, applying the appropriate standards and methodologies and providing BT, periodically, sufficient information to facilitat e supervision and decision making throughout the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision performance of the Goods and/or Services service, all regardless of whether the work subject to this service is carried out at the facilities of the relevant person(s)Supplier, BT or its main customer, according to its needs. b) To comply with all employment law obligations - including those related to workers' health and safety -, ▇▇▇▇▇ l Security in relation to Supplier Personnel, as well as any additional expenses or costs incurred by their employees in providing the services collected in this contract, exempting, in this respect, from any responsibility to BT, other than expressly provided in this contract. Breach of any Supplier obligation with respect to Supplier Personnel shall entitle BT to terminate this Contract with immediate effect. c) The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member training of Supplier Personnel whorendering services at BT facilities is Supplier’s exclusive obligation and responsibility, and will conform to each employee’ s responsibilities for the Services. The training material and content shall be previously agreed upon with BT or with the latter's training agency, if applicable. The training of Supplier Personnel is included in providing the Goods and/or Services, has, will have or is likely to have access to children, vulnerable persons or other members price of the public Service. d) The Supplier Personnel rendering Services at BT facilitie s should be clearly identified as Supplier employees and they should carry some kind of distinctive sign to whom the Customer owes a special duty of care, ease their identification as Supplier Personnel. BT will make available to the Supplier shall (and shall procure Personnel working at BT facilitie s an area that the relevant Sub-Contractor shall): carry out a check with the records held by the Department allows clearly separation from BT employees, adding or including, if necessary, for Education (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 Disclosure and Barring Service (DBS)this purpose, and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ sign in the provision of furniture or at the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former area used by Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andPersonnel.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 27.2 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 27.2.2, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 28 shall not apply if there are Goods but no Services Under under this Call Off Contract. Where The Parties agree that: where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. 14.1 The Supplier shall: provide : (a) Provide in advance of any admission to Authority Premises a list of the names of all Supplier Personnel requiring admission to Customer Premisessuch admission, specifying the capacity in which they require admission and giving such other particulars as the Customer Authority may reasonably require; ; (b) ensure that all Supplier Personnel: : (i) are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; ; (ii) are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer security requirements set out in Schedule 2.1 (including, if so required by the Customer, the ICT PolicyServices Description) and provide the Goods and/or Services to the reasonable satisfaction of the CustomerSchedule 2.4 (Security Management); and and (iii) comply with all reasonable requirements of the Customer Authority concerning conduct at the Customer Authority Premises, including the security requirements as set out in Contract Schedule 4 2.4 (SecuritySecurity Management); ; (c) subject to Contract Schedule 5 9.1 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; Authority; (d) be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract Agreement shall be a Default by the Supplier; ; (e) use all reasonable endeavours to minimise the number of changes in Supplier Personnel; ; (f) replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; ; (g) bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and and (h) procure that the Supplier Personnel shall vacate the Customer Authority Premises immediately upon the Contract Expiry Date. termination or expiry of this Agreement. 14.2 If the Customer Authority reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this ContractAgreement, it may: : (a) refuse admission to the relevant person(s) to the Customer Authority Premises; and/or and/or (b) direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). 14.3 The Supplier shall ensure that the Key Personnel fulfil the Key Roles at all times during the Term. The decision Schedule 9.2 (Key Personnel) lists the Key Roles and names of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of Supplier Personnel who, in providing the Goods and/or 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, who the Supplier shall (and shall procure that appoint to fill those Key Roles at the Effective Date. 14.4 The Authority may identify any further roles as being Key Roles and, following agreement to the same by the Supplier, the relevant Sub-Contractor shall): carry out a check with person selected to fill those Key Roles shall be included on the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the list of Key Personnel. 14.5 The Supplier shall not remove or replace any Key Personnel (and shall ensure that any including when carrying out Exit Management) unless: (a) requested to do so by the Authority; (b) the person concerned resigns, retires or dies or is on maternity leave, paternity leave or shared parental leave or long-term sick leave; (c) the person’s employment or contractual arrangement with the Supplier or a Sub-Contractor shall notcontractor is terminated for material breach of contract by the employee; or (d) engage the Supplier obtains the Authority’s prior written consent (such consent not to be unreasonably withheld or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; anddelayed).

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 7 (Security); subject to Contract Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Contract Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 shall not apply if there are Goods but no Services Under under this Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 10 (Staff Transfer) shall apply; and

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Services without Approval. Notwithstanding Clause 32.1.5, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; and.

Supplier Personnel. The Supplier shall: provide a list of the names of all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Call Off Schedule 4 7 (Security); subject to Contract Call Off Schedule 5 10 (Staff Transfer) ;), retain overall control of the Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Call Off Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Call Off Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Call Off Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For This sub-clause 33.1.4 shall apply if the Customer has specified Relevant Convictions in the Call Off Order Form. The Supplier shall ensure that no person who discloses that he has a Relevant Conviction, or who is found to have any Relevant Convictions (whether as a result of a police check or through the procedure of the Disclosure and Barring Service (DBS) or otherwise), is employed or engaged in any part of the provision of the Goods and/or Services without Approval. Notwithstanding Clause 33.1.6, for each member of Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause 34 and Call Off Schedule 10 (Staff Transfer) shall not apply if there are Goods but no Services Under to Lots 2, 3, 4 and 5 under this Call Off Contract. Where The Parties agree that : where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Call Off Schedule 5 10 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Call Off Schedule 5 10 (Staff Transfer) shall apply; andand Part C of Call Off Schedule 10 (Staff Transfer) shall not apply; where commencement of the provision of the Services or a part of the Services does not result in a Relevant Transfer, Part C of Call Off Schedule 10 (Staff Transfer) shall apply and Parts A and B of Call Off Schedule 10 (Staff Transfer) shall not apply; and Part D of Call Off Schedule 10 (Staff Transfer) shall apply on the expiry or termination of the Services or any part of the Services; The Supplier shall both during and after the Call Off Contract Period indemnify the Customer against all Employee Liabilities that may arise as a result of any claims brought against the Customer by any person where such claim arises from any act or omission of the Supplier or any Supplier Personnel.

Supplier Personnel. The (a) Supplier shall: agrees that Supplier Personnel provided hereunder are W2 employees of Supplier (unless otherwise specified by Purchase Order) and are in no event employees of NextGen or Client. Further, Supplier acknowledges that Supplier Personnel are not entitled to any rights, benefits or privileges provided by NextGen or Client to their own employees, and Supplier warrants that this information has been communicated to Supplier Personnel prior to the provision of services under this Agreement. Supplier warrants that it bears the sole responsibility for the payment of compensation to Supplier Personnel, including, but not limited to, salary, taxes, contributions and benefits, to the extent applicable. NextGen and the Client have no obligation to provide a list of Worker's Compensation coverage or to pay premium “overtime" payments, at any rate other than the names of bill rate agreed to in the Purchase Order. NextGen shall not be liable to Supplier or to Supplier Personnel for the Supplier's failure to fulfill its compensation, benefit or tax obligations. SAMPLE (b) Supplier and all Supplier Personnel requiring admission to Customer Premises, specifying the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; ensure that all Supplier Personnel: are appropriately qualified, trained and experienced to provide the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, the Security Policy and the Standards; obey all lawful instructions and reasonable directions of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and shall comply with all reasonable requirements of the Customer concerning conduct at the Customer Premisesapplicable laws, regulations, orders, ordinances, codes and standards, including the identification and procurement of required permits, certificates, approvals and inspections, insurance coverage (including workers' compensation), proper withholding and submission of social security requirements set out in Contract Schedule 4 (Security); subject and income taxes, and any other laws which subsequently become applicable to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier Personnel at or to the performance by Supplier or agents of Services under this Agreement. The foregoing shall include, without limitation, compliance with the Fair Labor Standards Act, the Immigration Reform and Control Act (including all times so worker eligibility or I-9 verification procedures), and all equal opportunity employment and non- discrimination laws and regulations, including Executive Order 11246. The Supplier shall procure and maintain all licenses, permits, and registrations necessary to perform the services contemplated by this Agreement. (c) Supplier warrants that the all information provided by Supplier Personnel in consideration for providing services to NextGen and its Clients is true to the best of Supplier's and Supplier Personnel's knowledge. Supplier authorizes NextGen to verify all Supplier employee information provided in conjunction with this Agreement, including, but not limited to, previous employers, educational records and references. Supplier shall not be deemed use its best efforts (by skills assessment or otherwise) to ensure that Supplier Personnel have the necessary qualifications to perform the services set forth in the respective Purchase Order. Upon NextGen' Client's request, and to the extent permitted by law, Supplier agrees to conduct and to pay for without reimbursement background checks on Supplier Personnel when proposing them for service under this Agreement. Background checks may include the following: public criminal records, judgments, credit checks, fingerprinting, drug screening or other Client specific requests. (d) Supplier warrants that it will disclose the contents and explain the responsibilities of Sections 9, 10, 11, and 12 prior to a Client interview and will obtain Supplier Personnel's written agreement to be employees, agents or contractors of bound thereby. Supplier warrants that it will obtain the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member written agreement of any Supplier Personnel which results in to comply with the terms of any documents or obligations required by a Default under this Contract shall be specific Client prior to the placement of such Supplier Personnel at a Default Client site. Supplier agrees to provide copies of any and all such written agreements to NextGen and/or the Client upon request. (e) Supplier agrees upon request by the Supplier; use all reasonable endeavours NextGen or Client to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) remove immediately from a Client site any Supplier Personnel whose performance of services or conduct is not satisfactory to NextGen or Client. Upon request, Supplier will use its best efforts to replace such removed Supplier Personnel with a replacement Supplier Personnel of equal or superior skills and qualifications at the same hourly rate as soon the removed Supplier Personnel. NextGen will not be obligated to pay Supplier for the time of any replacement Supplier Personnel until such time as practicable if such replacement Supplier Personnel is fully able to assume and perform the duties of the removed Supplier Personnel. (f) Supplier will not remove, terminate or reassign any Supplier Personnel who have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the designated by Purchase Order as Key Supplier Personnel This prohibition shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes not apply to terminations from employment due to cause or death or disability. (g) Supplier warrants that any of the Supplier Personnel are unsuitable not restricted from providing services to undertake work in respect NextGen and/or the Client by any employment or other agreements and will not create any conflict of this Contract, interest. (h) Supplier agrees that once it may: refuse admission submits to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement in the provision of the Goods and/or Services of the relevant person(s). The decision of the Customer NextGen a resume or other information regarding any individual proposed as to whether any person is to be refused access to the Customer Premises shall be final and conclusive. For each member of a Supplier Personnel whofor placement at a specific Client, in providing the Goods and/or Services, has, Supplier will have not submit such individual either directly to such specific Client or is likely indirectly to have access to children, vulnerable persons or such Client through any 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause shall not apply if there are Goods but no Services Under this Contract. Where the commencement of the provision of the Services or any part of the Services results in one or more Relevant Transfers, Contract Schedule 5 (Staff Transfer) shall apply as follows: where the Relevant Transfer involves the transfer of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andvendor.

Supplier Personnel. 6.1 The Supplier shall: provide a list shall confirm to Glasgow Life in advance the name, mobile phone and email contact details of the names Supplier’s Representative(s) who will be responsible for the overall management and provision of all the Services at the Event 6.2 The Supplier Personnel requiring admission shall provide the name, mobile phone and email contact details at least two staff members who are authorised by the Supplier to Customer Premises, specifying provide Sales figures to the capacity in which they require admission and giving such other particulars as the Customer may reasonably require; Project Manager. 6.3 The Supplier shall ensure that all Supplier appropriate Personnel are in place to manage the Supplier’s Personnel: are appropriately qualified, trained and experienced to provide deliver the Goods and/or Services with all reasonable skill, care and diligence; are vetted in accordance with Good Industry Practice and, where applicable, facilitate the Security Policy and the Standards; obey all lawful instructions and reasonable directions receipt of the Customer (including, if so required by the Customer, the ICT Policy) and provide the Goods and/or Services to the reasonable satisfaction of the Customer; and comply with all reasonable requirements of the Customer concerning conduct at the Customer Premises, including the security requirements set out in Contract Schedule 4 (Security); subject to Contract Schedule 5 (Staff Transfer) ;, retain overall control of the Supplier’s deliveries. 6.4 All Supplier Personnel at all times so that the Supplier Personnel shall not be deemed to be employees, agents or contractors of the Customer; be liable at all times for all acts or omissions of Supplier Personnel, so that any act or omission of a member of any Supplier Personnel which results in a Default under this Contract shall be a Default by the Supplier; use all reasonable endeavours to minimise the number of changes in Supplier Personnel; replace (temporarily or permanently, as appropriate) any Supplier Personnel as soon as practicable if any Supplier Personnel have been removed or are unavailable for any reason whatsoever; bear the programme familiarisation and other costs associated with any replacement of any Supplier Personnel; and procure that the Supplier Personnel shall vacate the Customer Premises immediately upon the Contract Expiry Date. If the Customer reasonably believes that any of the Supplier Personnel are unsuitable to undertake work in respect of this Contract, it may: refuse admission to the relevant person(s) to the Customer Premises; and/or direct the Supplier to end the involvement involved in the provision of the Goods and/or Services will maintain a high level of personal hygiene and shall wash their hands prior to commencing work, after using the relevant person(s). The decision of the Customer as to whether any person is to be refused access to the Customer Premises shall be final toilet and conclusive. For each member of between different catering activities. 6.5 All Supplier Personnel who, in providing the Goods and/or 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 check with the records held by the Department for Education (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 Disclosure and Barring Service (DBS), and the Supplier shall not (and shall ensure that any Sub-Contractor shall not) engage or continue to employ involved in the provision of the Goods and/or Services any person who has a Relevant Conviction or an inappropriate record. STAFF TRANSFER This Clause will meet appropriate standards of dress which comply with all relevant Environmental Health Regulations which shall include, but shall not apply if there are Goods but no Services Under this Contract. Where be limited to, wearing clean uniforms while on duty at the commencement of Food Outlet. 6.6 All Supplier Personnel involved in the provision of the Services or any part shall have received adequate food hygiene training and have been trained in food hygiene matters to a level commensurate with their role in the delivery of the Services. All Personnel shall be trained to elementary food hygiene level (REHIS) as a minimum. 6.7 All Supplier Personnel involved in the provision of the Services results shall have received adequate customer care training and have been trained in one customer service matters to a level commensurate with their role in the delivery of the Services. The Supplier’s Personnel shall be pleasant, courteous and diplomatic at all times when dealing with members of the public. 6.8 The Supplier shall ensure that it’s Personnel deliver the Services in an efficient and timely manner in order to ensure that queuing at the Food Outlet is kept to a minimum. 6.9 The Supplier shall not permit its Personnel to smoke while on duty and/or while in uniform and/or while wearing an apron. Supplier Personnel must wash their hands thoroughly after smoking. 6.10 Any Supplier, or more Relevant TransfersPersonnel, Contract Schedule 5 (Staff Transfer) shall apply as follows: where who use intimidating behaviour towards members of the Relevant Transfer involves public, any Glasgow Life, Council or any Official Organisation staff will be removed from the transfer Event Site. In such circumstances, Glasgow Life reserves the right to terminate the Services in accordance with Clause 9 of Transferring Customer Employees, Part A of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Transferring Former Supplier Employees, Part B of Contract Schedule 5 (Staff Transfer) shall apply; where the Relevant Transfer involves the transfer of Customer Employees Terms and Transferring Former Supplier Employees, Parts A and B of Contract Schedule 5 (Staff Transfer) shall apply; andConditions.