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NEOISO effective as of the Effective Date set forth in Appendix A. Any Appendices added after the Effective Date will become effective as indicated in those Appendices. Section 1.3 Term. `?erm", "Initial Term" and "Renewal Term" are defined in Appendix A attached hereto. Section 1.4 Terms in Appendices. In all cases where the terms of this Agreement and any Appendices are in disagreement, the terms in the Appendices will control. . Section 1.5 Personnel and Eauipment. The parties agree that the number and types of any personnel or specialized equipment which may be required for the Products will be determined by NORTH AMERICAN as needed to provide the Products to any Member or any Participant. Section 1.6 Operational Control (a) Control. As between the parties, NORTH AMERICAN will have sole and exclusive control over the manner in which NORTH AMERICAN and its employees and subcontractors deliver the Products. NORTH AMERICAN will engage, employ, or subcontract with such individua{s or other entities as it may deem necessary in connection therewith. Such individuals will not be considered employees or subcontractors of NEOISO, any Member, or any Participant, and will be subject to employment or engagement, and discharge, discipline and control solely and exclusively by NORTH AMERICAN. (b) Taxes. Except as otherwise specified herein, NORTH AMERICAN assumes full responsibility for the payment of wages and fringe benefits, local, state, and Federal payroll taxes or contribution of taxes for unemployment insurance, pensions, workers' compensation, and other Social Security and related protection with respect to the persons engaged by NORTH AMERICAN in the performance of the Products program, on and after the date those persons become engaged by NORTH AMERICAN. If applicable, Member or Participant agrees either to pay directly all property or sales taxes, licenses, charges, and assessments properly levied by any properly constituted governmental authority upon the Products provided hereunder, or to reimburse NORTH AMERICAN therefore if paid by NORTH AMERICAN. Section 1.7 Member or Participant Svstems Effect If any NEOISO Member or Participant retains control over the operation of, or fr.om time to time itself continues to control, operate, or manage, any portion of the Products (collectively referred to as "Member Manaqement"), or specifies fhat certain support services, hardware, software, or other equipment which will be used to provide the Products be obtained from a specific party, be it Member, an affiliate of Member, a Participant, or a designated third-party vendor to Member or Participant, or specifies the party which obtains, repairs, maintains, or supports the aforesaid hardware, software, or other equipment (collectively referred to as "Suaport Desianation"), then to the degree that Member Management or Support Designation impedes NORTH AMERICAN's ability to provide the Products or materially impedes the accurate measurement of NORTH AMERICAN's performance, Member or Participant will not hold NORTH AMERICAN to any applicable performance criteria regarding the Products and will have no action against NORTH AMERICAN for any alleged failure to provide the Products or meet metrics set for that performance. -2- Northeast Ohio Sourcing O$?ice I 4829 Galaxy Pazkway Suice A p 1216.839.1500 ? wH?.neoso.org Cleveland, OH 44128 f 1216.503.4247 ?'` :?" '" ?::