This clause says the contract depends on certain named individuals staying with the company—if they leave, the other party can exit the deal or renegotiate. For example, a consulting firm might agree to have Sarah lead your project; if Sarah leaves, you can walk away because you hired that specific firm for her expertise. This protects you because you're relying on particular people's skills and judgment. However, it's a low-risk clause because people naturally move jobs, and courts understand that losing key staff is a genuine business problem.
If you're the client, identify the 1-3 people you genuinely depend on and name them explicitly in the contract. Avoid listing too many people, or you'll give yourself an easy exit that the other party will resent. If you're the service provider, try to limit this to truly senior roles and include a clause saying the client can't unreasonably withhold consent if you propose a replacement of equal skill. Either way, define what "leaving" means—does a 3-month sabbatical count, or only permanent departure?
Frequently Asked Questions
What does this clause mean in simple terms?
This clause says the contract depends on certain named individuals staying with the company—if they leave, the other party can exit the deal or renegotiate.
Why should I care about this clause?
For example, a consulting firm might agree to have Sarah lead your project; if Sarah leaves, you can walk away because you hired that specific firm for her expertise.
What are my options?
This protects you because you're relying on particular people's skills and judgment.
How does this affect small businesses?
However, it's a low-risk clause because people naturally move jobs, and courts understand that losing key staff is a genuine business problem.