violation of the terms of this provision by any employee or agent of the Client. This provision shall survive termination of this Agreement.

5.1 Sodexo Employees. Sodexo shall recruit, hire, train, supervise, direct, and, if necessary, discipline, transfer and discharge management employees and Productive Labor working in the Services. All personnel employed by Sodexo shall at all times and for all purposes be solely in the employment of Sodexo. Sodexo shall provide sufficient and qualified managers to supervise the Services.

5.2 Sodexo Non-management Employees. All non-management Services employees (Productive Labor) shall be Sodexo employees, except for Client's non-management employees described in Section 5.3 below, and shall be compensated directly by Sodexo.

5.3 Client Non-management Employees. Twenty-one (21) non-management Services employees (the Supervised Employees), shall continue to be employees of Client and shall be compensated directly by Client. The names of Client's Supervised Employees are incorporated in Exhibit B, attached. As Client's Supervised Employees retire or terminate their employment with the Client, such employees shall be replaced with Sodexo non-management employees (Productive Labor) in accordance with Section 5.2 above.

Client agrees that certain of its Supervised Employees will be managed by Sodexo and will be performing work necessary for Sodexo to fulfill the contractual responsibilities and obligations owed to the Client. Sodexo retains the power to direct, supervise, and manage these employees including, but not limited to, determining their precise tasks and assignments. Sodexo also retains the right to remove Client Supervised Employees managed by Sodexo from his or her position for legitimate business reasons. Sodexo agrees to seek approval from the Client prior to the removal of the Client Supervised Employees. Client agrees to not unreasonably withhold its approval. Client has the right to continue to employ and manage the employee in a position other than one necessary for Sodexo to meet its contractual obligations.

5.4 Personnel Obligations. Each Party shall withhold all applicable federal, state and local employment taxes and payroll insurance with respect to its employees, insurance premiums, contributions to benefit and deferred compensation plans, licensing fees, and workers' compensation costs, and shall file all required documents and forms. Each Party shall indemnify and hold the other harmless from and against any claims, liabilities and expenses related to or arising out of the indemnifying Party's failure to satisfy the responsibilities set forth in this paragraph. Client's obligation to indemnify Sodexo shall be to the extent permitted by Kentucky law.

5.5 Agreement Not To Hire. Client acknowledges that Sodexo's salaried employees are essential to Sodexo's core business of providing management services and are familiar with Sodexo's operating procedures and other information proprietary to Sodexo. Therefore, Client shall not, without Sodexo's prior written consent, solicit for employment, hire, make any agreement with, or permit the employment in any facility owned or controlled by Client, of any person who is or has been a Sodexo salaried employee assigned to the Services at the Premises, within the earlier of six (6) months after such employee terminates employment with