Common use of Removal and Replacement Clause in Contracts

Removal and Replacement. (A) If HPI requests that any HPES Personnel be removed from the HPI account where HPI’s request is the result of such individual’s (1) tortious or illegal conduct or moral turpitude or (2) repeated violations of this Agreement, then HPES will immediately remove such individual from the HPI account. (B) If HPI requests that any HPES Personnel be removed from the HPI account for reasons other than as provided in Section 10.4(A), then upon receipt of such request, HPES will have a reasonable period of time (but in any event no more than 10 days) to (1) investigate such matter and take appropriate action, which may include (a) removing the applicable person from the HPI account and providing HPI with prompt notice of such removal, and (b) replacing the applicable person with a similarly qualified individual; or (2) taking other appropriate disciplinary action to prevent a recurrence. (C) HPES will notify HPI as soon as possible after dismissing or reassigning any HPES Personnel. If HPES terminates any HPES Personnel for cause, HPES will notify HPI of this action and will work with HPI to assess any potential impacts on the Service Recipients of the individual’s termination or prior performance. (D) HPES will, as soon as reasonably possible, replace any individual HPES Personnel who is removed, terminated, resigns or otherwise ceases to perform the Services with an individual with equal or better qualifications to perform the Services. HPES will use commercially reasonable efforts to provide for an appropriate transition (overlap) period for any individual who is replaced, and will use commercially reasonable efforts to minimize any disruption such replacement may cause in the performance of the Services. (E) HPES will not invoice HPI for, and HPI will have no obligation to pay, any amounts with respect to time to train any HPES Personnel, including with respect to training an individual replacing an individual who was removed from the HPI account.