Clause guide
Key Personnel Clause clause: meaning, risks, and what to negotiate
Requires certain named individuals to stay involved in the work or sets rules if they are replaced.
What it means
When a deal depends heavily on particular people, losing them can reduce quality, continuity, and commercial value.
Common risks
- • Named staff may be removed after signing.
- • Replacement personnel may be less qualified.
- • There may be no approval rights over replacements.
What to check before signing
- • Who counts as key personnel?
- • Can they be replaced freely?
- • Do replacements need equivalent skills and experience?
Negotiation ideas
- • Name genuinely important personnel only.
- • Require notice and approval for replacements.
- • Set minimum standards for replacement staff.
Example clause
“Provider shall ensure that the key personnel identified in the applicable Statement of Work remain materially involved in the Services, and any replacement shall have comparable qualifications and experience.”
Frequently asked questions
Why does a key personnel clause matter?
Because the value of the deal may depend on specific people rather than just the company name.
Related clauses
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