4.3(b)(iii) and (B) the
procurement of any new licenses under Section 4.3(b)(ii), provided the rights
granted under such new licenses are of the same scope as the rights granted to
Vendor under its original license.
TXUED AND VENDOR CONFIDENTIAL
NYDB01 17368821.15 24-Jun-06 19:23
11
EXECUTION COPY
AMENDED AND RESTATED
FIELD SERVICES AGREEMENT
(c)
Hiring of Vendor Personnel. Upon TXUED's request, with respect to the Vendor
Personnel performing the applicable Termination Assistance Services, Vendor
shall not terminate (except for Cause, as such term is defined in Exhibit 2 to
the Master Agreement), reassign or otherwise remove from TXUED's account any
such Vendor Personnel until after the end of the applicable Termination
Assistance Services period. Notwithstanding Section 19.16 of the Master
Agreement, upon TXUED's request, with respect to the Vendor Personnel the
primary responsibilities of which involve performing the applicable Termination
Assistance Services but excluding any such vendor personnel who were employees
of InfrastruX Group, Inc. or any of its Affiliates immediately prior to the
Services Agreement Effective Date (the "Affected Vendor Personnel"), Vendor
shall not (i) terminate (except for Cause, as such term is defined in Exhibit 2
to the Master Agreement), reassign or otherwise remove from TXUED's account any
Affected Vendor Personnel until after the end of the applicable Termination
Assistance Services period and (ii) to the extent not prohibited by Law: (A)
provide TXUED with each Affected Vendor Personnel's name, position and title and
a description of job responsibilities and compensation package; (B) provide
TXUED and its designee(s) full access to such Affected Vendor Personnel; and (C)
allow TXUED and its designee(s) to meet with, solicit and hire such Affected
Vendor Personnel without interference (including counter-offers) from Vendor or
Vendor's Affiliates. Vendor shall, and shall cause Vendor's Affiliates to, waive
its rights, if any, under contracts with such personnel restricting the ability
of such personnel to be recruited or hired by TXUED (including waiving any right
to restrict such personnel via non-compete agreements or other contractual
means). TXUED shall conduct the above-described hiring activity in a manner that
is not unnecessarily disruptive of the performance by Vendor of its obligations
under this Services Agreement.
(d)
Termination Assistance Services Upon Partial Termination. If there is a partial
termination of this Services Agreement or a resourcing or insourcing of any
Services under this Services Agreement (to the extent expressly permitted by
this Agreement), then Sections 4.2(a), 4.2(b) and 4.2(c) shall apply only with
respect to the Services being so terminated, resourced or insourced and only to
the extent the applicable Resources, Materials, Third Party Contracts or Vendor
Personnel are not needed by Vendor to provide the remaining Services.
4.4
Use of Third Parties.
(a)
Vendor Cooperation. Vendor shall fully cooperate with and work in good faith
with TXUED or TXUED Third Party Contractors as described in Schedule E or
requested by TXUED. Such cooperation may include: (i) timely providing access to
any facilities being used to provide the Services, as necessary for TXUED
Personnel or TXUED Third Party Contractors to perform