(including the
Services) that benefit Vendor, the Parties shall agree on the amount of
Employment Costs for which Vendor shall reimburse TXUED with respect to such
Seconded TXUED Personnel.
8.9
Seconded Vendor Personnel. In order to (a) facilitate an effective relationship
between the Parties, (b) provide for training and development of Vendor
employees, (c) assist TXUED with TXUED's performance of, and to perform, TXUED's
Retained Resources and Business Processes (as such term is defined in the Field
Services Agreement) and (d) perform such other services, functions and
responsibilities as the Parties may mutually agree, Vendor may periodically
second Vendor employees to TXUED (the "Seconded Vendor Personnel"), provided
that the secondment of any Vendor employees does not unreasonably interfere with
TXUED's business operations. TXUED shall not have any authority to hire, fire,
impose discipline or otherwise to take personnel-related actions with respect to
the Seconded Vendor Personnel. The Parties agree that no employer and employee
relationship is to be created between TXUED and the Seconded Vendor Personnel,
and further that no employee benefits available to employees of TXUED shall
accrue to the Seconded Vendor Personnel. With respect to the Seconded Vendor
Personnel, TXUED shall not be responsible for implementing and administering
Vendor human resources policies, practices or procedures, including those
addressing hiring, compensation, promotions, transfers, terminations, employment
related complaints, or general career development and performance management.
Vendor shall continue to be financially responsible for the compensation and
employee benefits of the Seconded Vendor Personnel.
Page 26 of 67
AMENDED AND RESTATED
MASTER AGREEMENT
9.
TXUED RESPONSIBILITIES
9.1
Responsibilities. In addition to TXUED's responsibilities expressly set forth
elsewhere in this Agreement, TXUED shall be responsible for the following:
(a)
TXUED Account Executive. TXUED shall designate one (1) individual to whom all
Vendor communications concerning this Agreement shall be addressed (the "TXUED
Account Executive"), who shall have the authority to act on behalf of TXUED in
all day-to-day matters pertaining to this Agreement. TXUED may change the
designated TXUED Account Executive by providing notice to Vendor. Additionally,
(i) TXUED shall be entitled to designate additional representatives who will be
authorized to make certain decisions (e.g., regarding emergency maintenance) if
the TXUED Account Executive is not available and (ii) the TXUED Account
Executive shall be entitled to delegate any of his or her rights and obligations
to one or more designees upon prior notice to Vendor. Vendor is entitled to rely
upon instructions given by the TXUED Account Executive or any other individual
designated to have decision-making authority in accordance with this Section
9.1(a).
(b)
Cooperation. TXUED shall cooperate with Vendor by, among other things, making
available, as reasonably requested by Vendor and as otherwise required by this
Agreement, management decisions, information, approvals and acceptances so that
Vendor may accomplish its obligations and responsibilities hereunder.
(c)
Requirement of Writing. To the extent Vendor is required under this Agreement to
obtain TXUED's approval, consent or agreement, such approval, consent or
agreement must be in writing and must be signed by, or directly transmitted by