Key Personnel

28.5  The parties have agreed to the appointment of the Key Personnel as at the Effective Date.  The Contractor shall, and shall procure that any Sub-contractor shall, obtain the prior written consent of the Authority before removing or replacing any member of the Key Personnel during the Term (including when carrying out Exit Management), and, where possible, at least [three] months written notice must be provided by the Contractor of its intention to replace any member of Key Personnel.

28.6  The Authority shall not unreasonably delay or withhold its consent to the appointment of a replacement to any relevant member of Key Personnel by the Contractor or Sub-contractor.  The Authority may interview the candidates for Key Personnel roles before such candidate is appointed to such role.

28.7  The Contractor acknowledges that the Key Personnel are essential to the proper provision of the Services to the Authority.  The Contractor shall ensure that the role of any Key Personnel is not vacant for any longer than [10] Working Days and that any replacement shall be as or more qualified and experienced as the previous incumbent of such role and is fully competent to carry out the tasks assigned to the role of the member of Key Personnel whom he or she has replaced.

28.8  The Contractor shall ensure that each of the Key Personnel shall work for such a period of time in the performance of the Services that is sufficient to perform the obligation of that person's role unless the Authority otherwise gives its prior written consent for that period of time to be reduced. To the extent that it can do so without disregarding its statutory obligations, the Contractor shall take all reasonable steps to ensure that it retains the services of all the Key Personnel.

28.9  The Authority may identify any of the roles performed by Contractor Personnel as Key Personnel, who will then be included on the list of Key Personnel by the Contractor.  The Authority may, in its absolute discretion, also require the Contractor to remove any member of the Key Personnel that the Authority considers in any respect unsatisfactory.

28.10  The Authority shall not be liable for the cost of replacing any member appointed to a Key Personnel role and the Contractor shall indemnify the Authority against all Employee Liabilities that may arise in this respect.