Common use of Incapacity, Resignation or Termination of Key Personnel Clause in Contracts

Incapacity, Resignation or Termination of Key Personnel. Contractor shall not be liable for the Liquidated Damages in Section 17.1 if the departure of an individual filling a Key Personnel role is due to the death of the individual or an injury or health condition that prevents the individual from fulfilling the role. Additionally, Contractor shall not be liable for the Liquidated Damages in Section 17.1 if the individual filling a Key Personnel role resigns or is terminated from employment with Contractor or a Contractor-Related-Entity, provided that the individual does not become employed with an Affiliate of the foregoing within 180 days of resignation or termination. In the event of a Key Personnel departure under this Section 15.3, Contractor shall be responsible for replacing the Key Personnel position and, in the event of non-performance, shall be liable for the Liquidated Damages as described in Section 17.1.3.2.