This excerpt taken from the EYE 8-K filed Jul 3, 2007.
12.01 IBM Project Executive.
Prior to the Effective Date, IBM shall appoint an individual (the IBM Project Executive or IBM PE) who shall serve on-site at the AMO headquarters facility, on a full-time basis, as the primary IBM representative under this Agreement. IBMs appointment of any IBM Project Executive shall be subject to AMOs prior approval. The IBM Project Executive shall (1) have overall responsibility for oversight of all aspects of the delivery of the Covered Services and for managing and coordinating the performance of IBMs resources and obligations under this Agreement and (2) be authorized to act for and on behalf of IBM with respect to all matters relating to this Agreement, other than entering into contracts or amendments to this Agreement.
12.02 IBM Key Employees.
With respect to the IBM Key Employees identified in Schedule G (IBM Key Employees), the Parties agree as follows:
12.03 Project Staff.
IBM shall appoint individuals with suitable training and skills to perform the Covered Services to the Project Staff. IBM shall provide AMO with a list of all IBM employees assigned to the Project Staff at the end of every ninety (90) day period after the Effective Date. Except as otherwise approved by AMO (in its sole discretion), IBM personnel located on the AMO premises may only provide services on such premises in support of operations of AMO. IBM shall notify AMO as soon as possible after dismissing or reassigning any member of the Project Staff. IBM shall use commercially reasonable efforts to minimize the turnover of its Project Staff and shall provide AMO with reasonable advance notice prior to any dismissal or reassignment of any member of its Project Staff.
12.05 Conduct of IBM Personnel.
While at the AMO Service Locations, IBM and IBM Staff shall (1) comply with the requests, standard rules and regulations of AMO regarding safety, health, security, personal and professional conduct generally applicable to such AMO Service Locations as communicated by AMO from time to time in writing and (2) otherwise conduct themselves in a businesslike
manner. Prior to the performance of any Covered Services by any of the Key Employees, Project Staff or IBM Staff, such individual or entity shall have executed a nondisclosure agreement with IBM that protects the Confidential Information of AMO and that contains provisions at least as stringent as those set forth in Article 21. IBM is and will remain responsible for all IBM Staff to the same extent as if IBM performed such obligations. Upon receipt of notice from AMO that a particular member of the Project Staff is not conducting himself or herself in accordance with this Section, IBM shall promptly (a) investigate the matter and take appropriate action which may include (i) removing the applicable person from the Project Staff and providing AMO with prompt notice of such removal and (ii) replacing the applicable person with a similarly qualified individual or (b) take other appropriate disciplinary action to prevent a recurrence. If there are repeat violations of this Section by a particular member of the Project Staff, IBM shall promptly remove the individual from the Project Staff as set forth above.
IBM shall not assign a IBM Key Employee or member of the Project Staff (who is primarily dedicated to the AMO account, except those providing help desk services) to the account of any AMO Competitor without AMOs prior written consent (1) while such IBM Key Employee or member of the Project Staff, as the case may be, is assigned to the AMO account and (2) for a period of *** following the date that such IBM Key Employee or member of the Project Staff, as the case may be, is removed from, or ceases to provide services in connection with, the AMO account. The Parties agree that the inadvertent use and/or disclosure of the Confidential Information of AMO in such circumstances is possible and that because of the confidential and sensitive nature of such Confidential Information and because the use and/or disclosure of, or even the appearance of the use and/or disclosure of, such Confidential Information in certain circumstances may cause irreparable damage to the AMO Entities and their reputation, or to customers of the AMO Entities, the foregoing restrictions are deemed reasonable.