proposal is rejected, the writing shall
include the reasons for rejection.
If the proposal is accepted, the parties
shall mutually agree on the changes to be made, if necessary, to the Agreement,
the applicable PSA, or any applicable Exhibits.
All such changes shall be made
only in a written Change Order signed by the Account Executive of each of the
parties or his designee (authorized in writing by the applicable party), and
thereafter embodied in the applicable documents by appropriate written addenda
thereto executed by PROVIDER and CUSTOMER.
20.
GOVERNANCE.
A.
PROVIDER ACCOUNT EXECUTIVE.
DESIGNATION AND AUTHORITY.
IMMEDIATELY AFTER EXECUTION OF THIS AGREEMENT,
PROVIDER SHALL DESIGNATE A PROVIDER ACCOUNT EXECUTIVE FOR THE PROVIDER
ENGAGEMENT UNDER THIS AGREEMENT.
THE PROVIDER ACCOUNT EXECUTIVE, AND HIS/HER
DESIGNEE(S), SHALL HAVE THE AUTHORITY TO ACT FOR AND BIND PROVIDER AND ITS
SUBCONTRACTORS IN CONNECTION WITH ALL ASPECTS OF THIS AGREEMENT.
ALL OF
CUSTOMER'S COMMUNICATIONS SHALL BE SENT TO THE PROVIDER ACCOUNT EXECUTIVE OR
HIS/HER DESIGNEE(S).
SELECTION. BEFORE ASSIGNING AN INDIVIDUAL TO THE POSITION OF ACCOUNT EXECUTIVE,
WHETHER THE PERSON IS INITIALLY ASSIGNED OR SUBSEQUENTLY ASSIGNED, PROVIDER
SHALL:
NOTIFY CUSTOMER OF THE PROPOSED ASSIGNMENT FOR CUSTOMER'S APPROVAL;
INTRODUCE THE INDIVIDUAL TO APPROPRIATE CUSTOMER REPRESENTATIVES; AND
CONSISTENT WITH LAW AND PROVIDER'S REASONABLE PERSONNEL PRACTICES, PROVIDE
CUSTOMER WITH ANY OTHER INFORMATION ABOUT THE INDIVIDUAL THAT IS REASONABLY
REQUESTED.
PROVIDER SHALL CAUSE THE PERSON ASSIGNED TO THE POSITION OF ACCOUNT EXECUTIVE TO
MAINTAIN HIS OR HER PRINCIPAL OFFICE AT A LOCATION DESIGNATED BY CUSTOMER AND TO
DEVOTE ALL TIME AND EFFORT THAT IS REASONABLY NECESSARY TO THE PROVISION OF THE
SERVICES UNDER THIS AGREEMENT.
PROVIDER SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO MAINTAIN THE INITIAL PROVIDER ACCOUNT EXECUTIVE AT CUSTOMER FOR THE
MINIMUM TERM OF EIGHTEEN (18) MONTHS FOLLOWING THE EXECUTION DATE, PROVIDED THAT
ANY TERM THAT SUCH ACCOUNT EXECUTIVE 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 PROVIDER ACCOUNT
EXECUTIVES FOR A MINIMUM TERM OF EIGHTEEN (18) MONTHS, UNLESS SUCH ACCOUNT
EXECUTIVE (I) VOLUNTARILY RESIGNS FROM PROVIDER, (II) IS DISMISSED
22
BY PROVIDER FOR (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 THE
ACCOUNT EXECUTIVE OR IF SUCH NINETY (90) DAYS NOTICE IS NOT POSSIBLE, THE
LONGEST NOTICE OTHERWISE POSSIBLE.
REMOVAL.
IF CUSTOMER DETERMINES THAT IT IS NOT IN THE BEST INTERESTS OF
CUSTOMER FOR THE PROVIDER ACCOUNT EXECUTIVE TO CONTINUE IN HIS OR HER CAPACITY,
THEN CUSTOMER SHALL GIVE PROVIDER WRITTEN NOTICE REQUESTING THAT THE ACCOUNT
EXECUTIVE BE REPLACED.
PROVIDER SHALL REPLACE THE ACCOUNT EXECUTIVE AS PROMPTLY
AS PRACTICABLE, BUT, IN ANY CASE, WITHIN THIRTY (30) DAYS, IN