of or with the
other. No officer, director, employee, agent, Affiliate, contractor or
subcontractor retained by Vendor to perform work on TXUED's behalf hereunder
shall be deemed to be an officer, director, employee, agent, Affiliate,
contractor or subcontractor of TXUED for any purpose. Vendor, not TXUED, has the
sole right, power, authority and duty to (i) supervise, manage and direct the
activities of the Vendor Personnel and to compensate such Vendor Personnel for
any work performed by them on behalf of TXUED pursuant to this Agreement and
(ii) contract, direct, procure, perform or cause to be performed all work to be
performed by Vendor under this Agreement. Vendor, and not TXUED, shall be
responsible for all acts and omissions of Vendor Personnel (unless such acts or
omissions were at the direction of TXUED to Vendor).
7.10
Replacement, Qualifications, and Retention of Vendor Personnel.
(a)
Requested Replacement. In the event that TXUED determines lawfully and in good
faith that any individual Vendor Personnel (including Key Vendor Personnel) has
violated any TXUED Rule or TXUED Standard or any Law, then TXUED shall give
Vendor notice to that effect requesting that such Vendor Personnel be replaced
and Vendor shall immediately suspend such individual's performance of the
Services and access to TXUED Facilities pending completion of the process set
forth in this Section 7.10(a). Vendor shall have five (5) days following such
notice in which to investigate the matters forming the basis of such request,
correct any deficient performance and provide TXUED with assurances that such
deficient performance shall not recur. If, following such five (5) day period,
TXUED is not reasonably satisfied with the results of Vendor's efforts to
correct the deficient performance and/or to ensure its non-recurrence, Vendor
shall, as soon as reasonably practicable, remove and replace such Vendor
Personnel with an individual of suitable ability and qualifications. Nothing in
this provision shall operate or be construed to limit Vendor's responsibility
for the acts or omission of the Vendor Personnel.
(b)
Turnover Rate and Data. Vendor shall notify TXUED at least thirty (30) days
prior to any planned reduction in force (including layoffs and mass
terminations) and such notice shall include the number of employees to be
severed and the classification and work location of each such employee.
Commencing on the three (3) month anniversary of the applicable Services
Agreement Commencement Date and every three (3) months thereafter, Vendor shall
report the turnover rate of Vendor Personnel (i.e., the voluntary or involuntary
cessation of employment with Vendor that is not part of any previously planned
reduction in force) ("Turnover Rate"). If TXUED reasonably determines that the
Turnover Rate of Vendor Personnel is materially adversely impacting the Services
and so notifies Vendor, Vendor shall, within five (5) days of the date of
TXUED's notice, (i) provide TXUED with data concerning Vendor's Turnover Rate,
(ii) provide TXUED with an accounting of the Vendor Personnel then providing the
Services at such level of detail as requested by TXUED (including indicating the
length of time each