Common use of Staffing and Organization Clause in Contracts

Staffing and Organization. Company shall assign and manage Company Personnel as necessary to handle and operate the Services under this Agreement. Before assigning any individual Company Personnel to the Facebook account, Company shall: (1) notify Facebook of the proposed assignment, and (2) provide Facebook with a resume and such other information about the individual as may be reasonably requested by Facebook. If Facebook objects to the proposed assignment, the parties shall attempt to resolve Facebook’s concerns on a mutually agreeable basis. Company will use best efforts to ensure continuity of Company Personnel performing the services during the Term. All dedicated Company Personnel will be required to complete [***] of service on the Facebook account before applying for another position within the Company. In the event of a voluntary resignation, involuntary termination for cause, illness, disability, death, reassignment, or long term leave of any Company Personnel with no less than [***] of service (Original Company Personnel) on the Facebook account, Company shall (A) give Facebook as much advance notice as reasonably possible of such development, (B) expeditiously identify suitable replacement Company Personnel, and (C) ensure that replacement Company Personnel is in place no later than the end of the assignment of the Original Company Personnel. If Facebook requests that Company remove any Company Personnel from the Facebook account, within three (3) business days after such request, Company will review and discuss the matter (including Facebook concerns) with Facebook. Company will thereafter promptly review the employee’s actions, record and performance, and handle the matter in full compliance with all applicable employment laws and Company’s employment policies and procedures. Company hereby acknowledges and agrees that at all times that Company shall remain the employer for all Company Personnel assigned to Facebook under this Agreement for all purposes (including legal and tax purposes), and Company is solely responsible for full management of and all legal compliance obligations, including but not limited to those pertaining to employment laws, associated with Company Personnel and the promotion, demotion, termination or resignation of same. Company further acknowledges and agrees that Company Personnel are not employees or co-employees. nor shall they in any way be construed as such, of Facebook or Facebook’s affiliates or agents. Company Personnel shall not be entitled to participate in any of Facebook’s employee benefit plans and Company shall require Company Personnel to acknowledge in writing their agreement of the terms of this clause. Company will ensure that the contract between Company and Company Personnel contains substantially similar terms whereby Company is the employer of Company Personnel and Company Personnel are not a contractor or self-employed worker, and Company Personnel are not employees, nor shall they in any way be construed as such, of Facebook or Facebook’s affiliates or agents. Performance Metrics: Monthly goals will be set out and defined by the applicable SOW (the “Monthly Goals”). The Company must on a quarterly basis meet no less than [***] of the Monthly Goal. At all times the Company must ensure that no more than [***] of the Company Personnel perform below [***] of the Monthly Goals.