Personnel. Each Provider, in providing the services, as it deems necessary or appropriate in its sole discretion, may # use the personnel of such Provider or its Affiliates (it being understood that such personnel can perform the services on behalf of such Provider on a full-time or part-time basis, as determined by such Provider or its Affiliates) and # employ the services of Third Parties to the extent such third party services are routinely utilized to provide similar services to other businesses of such Provider or are reasonably necessary for the efficient performance of any such services. In performing the services, employees and representatives of a Provider shall be under the direction, control and supervision of such Provider (and not its respective Recipient) and such Provider shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such employees and representatives (it being understood that no Recipient has any right hereunder to require that any Provider perform the services hereunder with specifically identified employees and that the assignment of employees to perform such services shall be determined in the sole discretion of the applicable Provider). In addition, no Provider shall be required to provide any service to the extent the provision of such service requires such Provider to hire any additional employees or maintain the employment of any specific employee.

Personnel. [Schedule 2.2(m)] contains a complete list of every managing member, officer, and employee of Sangre or independent contractor or service provider and any contracts between Sangre and such Persons as of the Closing Date.

Customer may add up to three (3) additional “Key Personnel” in consultation with the Contractor. The Contractor shall provide a chart to Customer of the program Key Personnel and shall keep such chart current. At the reasonable request of Customer, the Contractor shall consider in good faith replacing specified Key Personnel with other qualified and experienced personnel.

Key Files. Each copy of the Licensed Software requires a “Key File” in order to run. Key Files are delivered to ​ as set forth in [section 3.3] below. Each Key File delivered to ​ enables the Licensed software to run for a specified period and allows Updates to the Licensed Software to be installed for a specified period. Each Key File restricts the Licensed Software to running # on the number of Licensed Cores allowed under the terms of this OEM Agreement; # for a specified duration; # on the computer with the machine name or network address specified in the Key File; and # with a Signed ​ Application. Production Key Files allow ​ to install Updates of the Licensed Software for the one year period covered by annual Maintenance Services fee that has been paid for each copy of the Licensed software being used by ​ or a Customer.

The Contractor shall assign properly qualified and experienced personnel to the program contemplated under the Contract. Personnel assigned to the following positions shall be considered “Key Personnel”:

Personnel Policies. Except as may be inconsistent with this Agreement, for the duration of his employment during the Term, the Executive shall be subject to the personnel policies of the Company applicable to executive level employees in effect from time to time, and any amendments or revisions thereto. In the event of a conflict between this Agreement and the Company’s personnel policies, the terms of this Agreement shall control.

Professional Personnel. PBI must have among its employees a Person of Primary Responsibility and other licensed or accredited individuals in order to maintain and renew the permits under which it conducts biomedical research and manufactures Wound Care products. HWC aspires to conduct biomedical research and to manufacture Wound Care products, and so will require employees with similar credentials. The Parties agree, therefore, that they will cooperate in allocating between PBI and HWC the services of professional personnel as needed to achieve, maintain, and renew the regulatory permits governing each of them.

Personnel Obligations. Prior to beginning work under this Agreement relating to any Research, Development or Commercialization of a Research Candidate, Development Candidate or Product, each employee, agent or independent contractor of SGI or Unum or of either Party’s respective Affiliates will be bound by non-disclosure and invention assignment obligations which are consistent with the obligations of SGI or Unum, as appropriate, in this Article 12, to the extent permitted by Applicable Law, including: # promptly reporting any invention, discovery, process or other intellectual property right; # assigning to SGI or Unum, as appropriate, all of his or her right, title and interest in and to any invention, discovery, process or other intellectual property right; # in the case of employees, agents, or independent contractors working in the United States, taking actions reasonably necessary to secure patent protection; # performing all acts and signing, executing, acknowledging and delivering any and all documents required for effecting the obligations and purposes of this Agreement; and # abiding by the obligations of confidentiality and non-use set forth in Article 15. It is understood and agreed that such non-disclosure and invention assignment agreement need not reference or be specific to this Agreement.

[[Bank of America:Organization]] Change Order Request Form

Removal of Personnel. Subject to applicable laws, rules and regulations, Owners, for reasonable cause, have the right to require Service Provider to remove any employee, subcontractor, or subcontractor employee from the Site or from performing Services hereunder. Owners shall provide Service Provider the basis for the removal.