TERM OF EIGHTEEN
(18) MONTHS FOLLOWING THE EXECUTION DATE, PROVIDED THAT ANY TERM THAT SUCH KEY
EMPLOYEE HAS ALREADY SPENT IN HIS OR HER CURRENT POSITION PRIOR TO THE EXECUTION
DATE SHALL BE CONSIDERED AS A PART OF THE 18-MONTH PERIOD REFERRED TO HEREIN,
AND EACH OF THE SUBSEQUENT KEY EMPLOYEES FOR A MINIMUM TERM OF EIGHTEEN (18)
MONTHS, UNLESS ANY SUCH KEY EMPLOYEE (I) VOLUNTARILY RESIGNS FROM PROVIDER,
(II) IS DISMISSED BY PROVIDER FOR
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(A) misconduct or (B) unsatisfactory performance in respect of his or her duties
and responsibilities to CUSTOMER or PROVIDER, (iii) is unable to work due to his
or her death, injury or disability, or (iv) is removed from the CUSTOMER
assignment at the request of CUSTOMER.
Whenever possible, PROVIDER shall give
CUSTOMER at least ninety (90) days advance notice of a change of a Key Employee
or if such ninety (90) days notice is not possible, the longest notice otherwise
possible.
If CUSTOMER determines that it is not in the best interests of
CUSTOMER for any Key Employee to continue in his or her capacity, then CUSTOMER
shall give PROVIDER written notice requesting that such Key Employee be
replaced.
PROVIDER shall replace the Key Employee as promptly as practicable,
but, in any case, within thirty (30) days, in accordance with this Section 20.3.
20.4
MEETINGS.
(A)
THE PARTIES WILL PARTICIPATE IN AN (I) ANNUAL BUDGETING AND
PRICING PROCESS AND A QUARTERLY DEMAND PLANNING PROCESS AS DESCRIBED IN SECTION
2.9 AND (II) AN ANNUAL BUSINESS STRATEGY AND PRODUCTIVITY ENHANCEMENT PROCESS AS
DIRECTED BY CUSTOMER.
(B)
CUSTOMER MAY CALL MEETINGS FROM TIME TO TIME WITH REASONABLE
NOTICE TO BE HELD BY TELEPHONE OR VIDEO CONFERENCE TO GENERALLY REVIEW MATTERS
RELATING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY PSA, THE
COMPLIANCE OF EACH OF THE PARTIES HEREWITH, AND TO CONSIDER POLICIES, PLANNING
AND PERFORMANCE RELATING TO QUALITY CONTROLS, PRODUCTION, EFFICIENCY AND
PRODUCTIVITY, COSTS AND ANY OTHER SPECIAL MATTER OR MATTERS OF CONCERN.
IN
ADDITION, EITHER PARTY SHALL HAVE THE RIGHT TO CALL MEETINGS BY TELEPHONE OR
VIDEO CONFERENCE, AS NECESSARY, WITH REASONABLE NOTICE TO THE OTHER PARTY, TO
DISCUSS AND RESOLVE SPECIFIC MATTERS OF CONCERN AS THEY OCCUR.
ALL MEETINGS
SHALL BE ATTENDED BY THE REPRESENTATIVES OF THE PARTIES WHO ARE RESPONSIBLE FOR
PERFORMANCES AS TO THOSE MATTERS TO BE DISCUSSED.
EITHER PARTY MAY ALSO REQUEST
AN IN-PERSON MEETING WITH REASONABLE NOTICE TO THE OTHER PARTY.
THE EXPENSES
FOR SUCH MEETING, INCLUDING TRAVEL AND LODGING SHALL BE BORNE BY THE PARTY
CALLING THE MEETING; HOWEVER, SUCH EXPENSES WILL BE AGREED UPON BY THE PARTIES
PRIOR TO SUCH MEETING.
20.5
OPERATIONAL DISPUTE RESOLUTION.
AS CONTEMPLATED BY SECTION 1.2 OF
EXHIBIT G, THE PARTIES MAY ATTEMPT TO RESOLVE DISPUTES IN THE NORMAL COURSE OF
BUSINESS AT THE OPERATIONAL LEVEL AS DESCRIBED IN THIS SECTION 20.5.
THE LINE
MANAGERS OF THE PARTIES SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE
THROUGH NEGOTIATION.
IF THE LINE MANAGERS CANNOT RESOLVE THE DISPUTE WITHIN A
REASONABLE PERIOD OF