this Agreement.
12.2
Key Supplier Personnel.
With respect to the Key Supplier Personnel,
the Parties agree as follows:
(A)
ALL KEY SUPPLIER PERSONNEL SHALL BE DEDICATED TO THE MICHAELS
ACCOUNT ON A FULL-TIME BASIS UNLESS OTHERWISE SPECIFIED ON EXHIBIT 8.
(B)
BEFORE ASSIGNING AN INDIVIDUAL TO A KEY SUPPLIER PERSONNEL
POSITION, WHETHER AS AN INITIAL ASSIGNMENT OR AS REPLACEMENT, SUPPLIER SHALL:
(I) NOTIFY MICHAELS OF THE PROPOSED ASSIGNMENT; (II) INTRODUCE THE INDIVIDUAL TO
APPROPRIATE REPRESENTATIVES OF MICHAELS; (III) PROVIDE MICHAELS WITH A RESUME
AND ANY INFORMATION REGARDING THE INDIVIDUAL THAT MAY BE REASONABLY REQUESTED BY
MICHAELS; AND (IV) OBTAIN MICHAELS' WRITTEN APPROVAL FOR SUCH ASSIGNMENT.
(C)
SUPPLIER SHALL NOT REPLACE OR REASSIGN:
(I) THE SUPPLIER ACCOUNT
MANAGER FOR 36 MONTHS FROM THE DATE SUCH INDIVIDUAL BEGINS HIS OR HER TENURE IN
THAT POSITION; (II) THE SUPPLIER TRANSITION MANAGER UNTIL 30 DAYS AFTER THE
COMPLETION OF ALL TRANSITION SERVICES; OR (III) ANY OTHER KEY SUPPLIER PERSONNEL
FOR:
(A) 24 MONTHS FROM THE DATE SUCH INDIVIDUAL BEGINS HIS OR HER TENURE IN
THAT POSITION, WHERE SUCH DATE OCCURS WITHIN CONTRACT YEAR 1 OR CONTRACT YEAR 2;
OR (B) 18 MONTHS FROM THE DATE SUCH INDIVIDUAL BEGINS HIS OR HER TENURE IN THAT
POSITION, WHERE SUCH DATE OCCURS IN CONTRACT YEAR 3 OR AT ANYTIME THEREAFTER,
(AND, WITHOUT LIMITING THE FOREGOING 24 MONTH-OBLIGATION OR 18 MONTH-OBLIGATION
(AS THE CASE REQUIRES), IF ANY OF THE KEY SUPPLIER PERSONNEL HAS DUTIES IN
CONNECTION WITH A PARTICULAR DISCRETE PROJECT, UNTIL THE COMPLETION OF SUCH
PROJECT), UNLESS, IN EACH CASE, MICHAELS CONSENTS IN ITS SOLE DISCRETION TO SUCH
REPLACEMENT OR REASSIGNMENT, OR SUCH INDIVIDUAL:
(W) VOLUNTARILY RESIGNS FROM
SUPPLIER; (X) IS TERMINATED BY SUPPLIER (INCLUDING BEING DISMISSED BY SUPPLIER
FOR MISCONDUCT); (Y) FAILS TO PERFORM HIS OR HER DUTIES AND RESPONSIBILITIES
PURSUANT TO THIS AGREEMENT; OR (Z) IS UNABLE TO WORK DUE TO DISABILITY.
20
(D)
IF MICHAELS DETERMINES THAT ANY KEY SUPPLIER PERSONNEL SHOULD NOT
CONTINUE IN HIS OR HER POSITION, MICHAELS MAY IN ITS SOLE DISCRETION BASED ON
REASONABLE BUSINESS JUDGMENT AND UPON NOTICE TO SUPPLIER REQUIRE THE IMMEDIATE
REMOVAL OF SUCH KEY SUPPLIER PERSONNEL FROM THE SUPPLIER STAFF.
(E)
SUPPLIER SHALL MAINTAIN BACKUP PROCEDURES AND CONDUCT REPLACEMENT
PROCEDURES FOR KEY SUPPLIER PERSONNEL AS NECESSARY TO ASSURE AN ORDERLY
SUCCESSION FOR KEY SUPPLIER PERSONNEL REMOVED FROM THE ACCOUNT FOR ANY REASON.
UPON MICHAELS' REQUEST, SUPPLIER SHALL MAKE SUCH PROCEDURES AVAILABLE TO
MICHAELS.
(F)
SUPPLIER SHALL MAKE THE KEY SUPPLIER PERSONNEL AVAILABLE FOR
MEETINGS WITH MICHAELS PERSONNEL IN ACCORDANCE WITH EXHIBIT 5 AND OTHERWISE UPON
MICHAELS' REQUEST.
12.3
Supplier Staff.
(A)
TRAINING AND SKILLS; REMOVAL; CONFIDENTIALITY.
SUPPLIER SHALL
APPOINT TO THE SUPPLIER STAFF ONLY INDIVIDUALS WITH SUITABLE TRAINING AND SKILLS
TO PERFORM THE SERVICES.
SUPPLIER SHALL PROVIDE UPON MICHAELS' REQUEST A LIST
OF ALL SUPPLIER PERSONNEL DEDICATED FULL-TIME TO THE SUPPLIER STAFF ASSIGNED TO
PERFORM SERVICES AT A MICHAELS SERVICE LOCATION AND THEIR RESPECTIVE JOB
TITLES.
SUPPLIER SHALL NOTIFY MICHAELS AS SOON AS POSSIBLE AFTER DISMISSING OR
REASSIGNING ANY MEMBER OF THE SUPPLIER STAFF WHOSE