foregoing, upon Vendor's request and in connection with Vendor's provision
of services to clients other than TXUED, TXUED shall allow Vendor to use agreed
upon Key Vendor Personnel in connection with the provision of services to other
clients.
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(c)
Retention and Succession. Vendor shall provide to TXUED, for its review and
comment, a retention strategy designed to retain Key Vendor Personnel on the
TXUED account for the period specified in Schedule C to the applicable Services
Agreement. Vendor shall also maintain active succession plans for each of the
Key Vendor Personnel positions. Vendor shall implement such retention strategies
to retain Key Vendor Personnel as Vendor deems appropriate. Upon termination or
resignation of any Key Vendor Personnel, Vendor shall provide notice to TXUED of
such termination and expeditiously identify and obtain TXUED's approval of a
suitable replacement in accordance with Section 7.7(a)(i).
(d)
Evaluation Input. TXUED shall have an opportunity to conduct an annual review of
the Vendor Account Executive and each of the other Key Vendor Personnel and an
opportunity to provide meaningful information to Vendor with respect to TXUED's
evaluation of the performance of the Vendor Account Executive and the other Key
Vendor Personnel and such evaluation shall be considered by Vendor in
establishing the total compensation of such individuals.
7.8
Vendor Account Executive. Vendor shall designate a "Vendor Account Executive"
for this TXUED engagement who, unless otherwise agreed by TXUED, shall maintain
his or her office at 500 N. Akard Street, Dallas, Texas 75201 (in a location
therein determined by TXUED). The Vendor Account Executive shall (i) be one of
the Key Vendor Personnel, (ii) be a full time employee of Vendor, (iii) devote
his or her full time and effort to managing and coordinating Vendor's
performance under this Agreement, (iv) remain in this position for a minimum
period of two (2) years from the initial assignment (except as a result of
voluntary resignation, involuntary termination for cause, illness, disability,
or death) and (v) have authority to act on behalf of Vendor in all day-to-day
matters pertaining to this Agreement. Additionally, (i) Vendor shall be entitled
to designate additional representatives who will be authorized to make certain
decisions (e.g., regarding emergency maintenance) if the Vendor Account
Executive is not available and (ii) the Vendor Account Executive shall be
entitled to delegate any of his or her rights and obligations to one or more
designees upon prior notice to TXUED. TXUED is entitled to rely upon
instructions given by the Vendor Account Executive or any other individual
designated to have decision-making authority in accordance with this Section.
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7.9
Vendor Personnel Are Not TXUED Employees; Independent Relationship. Except as
otherwise expressly set forth in this Agreement, the Parties intend hereunder to
create an independent contractor relationship and nothing in this Agreement
shall operate or be construed as making TXUED and Vendor partners, joint
venturers, principals, joint employers, agents or employees