Common use of Indemnities Clause in Contracts

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 154.2 to 1.4 154.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 155.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 154.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 154.2 of Part C of this Call Off Schedule is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 155.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 155.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 154.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 154.2 to 1.4 154.4 of Part C and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4155.4 of Part C, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 154.2 of Part C made pursuant to the provisions of Paragraph 1.4 154.4 of Part C provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 154.4 of Part C provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 154.2 of Part C is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 154.4 of Part C such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2155.2 of Part C, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1155.1 of Part C: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 154.2 of Part C is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 (6) months of the Call Off Commencement Date.. PROCUREMENT OBLIGATIONS Where in this Part C the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier Service Provider and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier Service Provider and/or the relevant Notified Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Service Provider takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Service Provider indemnifies the Supplier Service Provider and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Service Provider referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Service Provider takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier Service Provider as appropriate nor dismissed by the Supplier Service Provider and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Service Provider and/or the Sub-Contractor (as appropriate) and the Supplier Service Provider shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier Service Provider and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Service Provider and/or the Sub-Contractor and the Supplier Service Provider shall indemnify the Customer and any Former SupplierService Provider, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former SupplierService Provider, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Service Provider and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Service Provider and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier Service Provider and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier Service Provider and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier Service Provider within 6 months of the Call Off Commencement Date.. PROCUREMENT OBLIGATIONS Where in this Part C the Customer accepts an obligation to procure that a Former Service Provider does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Service Provider contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Service Provider does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 144.2 to 1.4 144.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 145.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 144.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 144.2 of Part C of this Call Off Schedule is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 145.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 145.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 144.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Contracting Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Contracting Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer Contracting Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Contracting Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Contracting Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer Contracting Authority and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Call-Off Commencement Date.. PROCUREMENT OBLIGATIONS Where in this Part C the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.:

Indemnities. Subject to the Supplier Contractor and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier Contractor and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 Contractor made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer Authority and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor contractor (as appropriate) and the Supplier Contractor shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier Contractor and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Contractor and/or the Sub-Contractor contractor and the Supplier Contractor shall indemnify the Customer Authority and any Former SupplierContractor, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Contractor and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier Contractor and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier Contractor and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier Contractor within 6 months six (6) Months of the Call Off Services Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion religion, or belief; or equal pay or compensation for less favourable treatment of part-part- time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph Paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor SubContractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier within 6 months of the Call Off Commencement Effective Date.

Indemnities. Subject Neither Party excludes or limits liability to the Supplier and/or other Party for: death or personal injury; fraud; or fraudulent misrepresentation. The Provider: shall indemnify the relevant Council against all Losses suffered or incurred by the Council arising out of or in connection with: any breach of statutory duty arising in relation to this Contract; the successful enforcement of this Contract; any claim made against the Council for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with any act or omission by the Provider, Provider Personnel, Sub-Contractors or Sub-Contractor acting Personnel, professional advisors and consultants in accordance with the provisions delivery of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such its obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorthis Contract; or any claim made against the Council by a third party arising out of or in connection with this Contract to the extent that such claim arises out of the termination performance, breach, negligent performance or failure or delay in performance of employment was unfair because this Contract by the Supplier and/or any Provider, Provider Personnel, Sub-Contractors or Sub-Contractor neglected Personnel, professional advisors and consultants. Conduct of indemnity If any third party makes a claim, or notifies an intention to follow make a fair dismissal procedureclaim, against either party (the “Indemnified Party”) which may reasonably be considered likely to give rise to a liability under this indemnity (a “Claim”), the Indemnified Party shall: as soon as reasonably practicable, give written notice of the Claim to the other party, specifying the nature of the Claim in reasonable detail; not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the other party; and shall apply only where give the notification referred other party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Indemnified Party, so as to enable the other party and its professional advisers to examine them and to take copies for the purpose of assessing the Claim; in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor order to enable that party to consider whether or not to then give to the Customer andother party sole authority to avoid, if applicabledispute, Former Supplier within 6 months of compromise or defend the Call Off Commencement DateClaim.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor SubContractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Contract Commencement Date.

Indemnities. Subject to The Supplier shall: defend the Customer, at the Supplier's expense, against any claim by a third party that: the provision of the Services, or the receipt of them by the Customer; or the Customer's use of Supplier and/or the relevant Sub-Contractor acting Background IPR in accordance with the provisions rights granted (or purportedly granted) under Clause 8.11, infringes the copyright or UK patent of Paragraphs 1.2 to 1.4 any person (a "Customer Infringement Claim"); and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, indemnify the Customer shall: indemnify from and against all damages awarded under any final judgment by a court of competent jurisdiction or agreed by the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment in final settlement of any employees Customer Infringement Claim, provided that: the Customer makes no statement prejudicial to the Supplier or in respect of such Customer Infringement Claim; such infringement (or alleged infringement) is not caused by or contributed to by acts of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination use or exploitation of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed Foreground IPR by the Customer and/or or its licensees; the Former Supplier as appropriate nor dismissed by Customer notifies the Supplier and/or any Sub-Contractor within promptly in writing of the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to details of the Customer Infringement Claim; the Customer gives the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities reasonable assistance in relation to such employee shall remain connection with the Supplier and/or Customer Infringement Claim, at the Sub-Contractor Supplier's cost; and the Supplier shall have sole conduct and control of the defence of such Customer Infringement Claim, and/or any settlement or compromise of such Customer Infringement Claim. The Customer shall indemnify and keep indemnified the Supplier from and against all Losses suffered or incurred by the Supplier as a result of a claim by a third party that the Supplier’s use of the Customer and any Former Supplier, and shall procure that Materials in accordance with the Sub-Contractor shall indemnify rights granted (or purportedly granted) under Clause 8.5 infringes the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect Intellectual Property Rights or other proprietary rights of any such employees of the person ("Supplier and/or employees of the Sub-ContractorInfringement Claim"). The indemnities in Paragraph 2.1Supplier shall: shall as soon as reasonably practicable after becoming aware of any Supplier Infringement Claim, give written notice of it to the Customer; not apply to: make any claim for: discriminationadmission of liability, including on the grounds of sex, race, disability, age, gender reassignment, marriage agreement or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case compromise in relation to any alleged act Supplier Infringement Claim without the Customer's prior written consent (not to be unreasonably withheld or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Datedelayed).

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 66.2 to 1.4 66.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 67.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 66.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 66.2 of Part C of this Call Off Schedule is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 67.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 67.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 66.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Call Off Commencement Date.

Indemnities. Subject 3.1. On and from the date on which the Non-Promoter Sellers receive the consideration towards the sale of the Sale Shares held by them , the Promoters, hereby agree to, jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Business Warranties and / or Company Warranties. Provided that the provisions of this Clause 3 shall not be applicable to any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from the non-fulfilment (if any) by the Company of the requirement of maintenance of solvency margins as required under the Insurance Act, 1938 and IRDAI (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2015 for the quarter ending 30 September 2018 and 31 December 2018. Provided further, that (i) in case of a Direct Transfer and In-specie Distribution, the indemnification payment obligations of the Promoters shall be suspended upon the occurrence of a Purchasers Default till the Purchasers Default is cured prior to the Supplier and/or Long Stop Date (as applicable in case of a Purchasers Default) and the relevant Sub-Contractor acting indemnification payment obligations of the Promoters shall fall away entirely if the Purchasers Default is not cured prior to the Long Stop Date; (ii) in case of a Joint Transfer, the indemnification payment obligation of the Promoters will stand suspended with respect to Business Warranties accordance with the terms of clause 6.9.5 of the Restated Long Form SPA; and (iii) in case of a continuing Sellers Default and/ or continuing Extraneous Conditions Default and non occurrence of a Purchaser Default, the indemnification obligations of the Promoters shall be effective from the First Closing (irrespective of when the subsequent Closings occur) and the Promoters shall be liable to indemnify the Purchasers accordingly, if a Direct Claim and / or a Third Party Claim is raised by the Indemnified Persons in accordance with the provisions Schedule 3 of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Datethis Agreement.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier Consultant and/or the relevant Notified Sub-Contractor Consultant acting in accordance with the provisions of Paragraphs 1.2 paragraphs 28.2 to 1.4 28.4 of Part C of this Annex G and in accordance with all applicable employment procedures set out in applicable Law the law of the contract and subject also to Paragraph 2.4paragraph 28.4 of Part C of this Annex G, the Customer Employer shall: indemnify the Supplier Consultant and/or the relevant Notified Sub-Contractor Consultant against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Employer referred to in Paragraph 1.2 paragraph 28.2 of Part C of this Xxxxx X made pursuant to the provisions of Paragraph 1.4 paragraph 28.4 of Part C of this Annex G provided that the Supplier Consultant takes, or shall procure that the Notified Sub-Contractor Consultant takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Consultant indemnifies the Supplier Consultant and/or any Notified Sub-Contractor Consultant against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 Consultant made pursuant to the provisions of Paragraph 1.4 paragraph 28.2 of Part C of this Xxxxx X provided that the Supplier Consultant takes, or shall procure that the relevant Sub-Contractor Consultant takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 28.2 of Part C of this Annex G is neither re-re employed by the Customer Employer and/or the Former Supplier Consultant as appropriate nor dismissed by the Supplier Consultant and/or any Sub-Contractor Consultant within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 28.4 of Part C of this Annex G such person shall be treated as having transferred to the Supplier Consultant and/or the Sub-Contractor Consultant (as appropriate) and the Supplier Consultant shall, or shall procure that the Sub-Contractor Consultant shall, comply with such obligations as may be imposed upon it under Lawthe law of the contract. Where any person remains employed by the Supplier Consultant and/or any Sub-Contractor Consultant pursuant to Paragraph 2.2paragraph 28.2 of Part C of this Annex G, all Employee Liabilities in relation to such employee shall remain with the Supplier Consultant and/or the Sub-Contractor Consultant and the Supplier Consultant shall indemnify the Customer Employer and any Former SupplierConsultant, and shall procure that the Sub-Contractor Consultant shall indemnify the Customer Employer and any Former SupplierConsultant, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Consultant and/or employees of the Sub-ContractorConsultant. The indemnities in Paragraph 2.1: paragraph 29.1 of Part C of this Annex G shall not apply to: any claim for: for discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, or in any case in relation to any alleged act or omission of the Supplier Consultant and/or any Sub-ContractorConsultant; or any claim that the termination of employment was unfair because the Supplier Consultant and/or any Notified Sub-Contractor Consultant neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 28.2.1 of Part C of this Annex G is made by the Supplier Consultant and/or any Sub-Contractor Consultant to the Customer Employer and, if applicable, Former Supplier Consultant within 6 six (6) months of the Call Off Commencement Contract Date.. Procurement Obligations Where in this Part C of this Annex G the Employer accepts an obligation to procure that a Former Consultant does or does not do something, such obligation shall be limited so that it extends only to the extent that the Employer's contract with the Former Consultant contains a contractual right in that regard which the Employer may enforce, or otherwise so that it requires only that the Employer must use reasonable endeavours to procure that the Former Consultant does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Lease Agreement Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 24.2 to 1.4 24.4 of Part C of this Framework Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 25.4 of Part C of this Framework Schedule, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 paragraph 24.2 of Part C of this Framework Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 24.2 of Part C of this Framework Schedule is neither re-re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 25.2 of Part C of this Framework Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 25.1 of Part C of this Framework Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 24.2 of Part C of this Framework Schedule is made by the Supplier and/or any Sub-Contractor to the Customer Authority and, if applicable, Former Supplier within 6 six (6) months of the Call Off Framework Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 134.2 to 1.4 134.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 135.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 134.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 134.2 of Part C of this Call Off Schedule is neither re-re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 135.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 135.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 134.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed re‐employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-ContractorSub‐Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.:

Indemnities. Subject (a) Buyer will indemnify and hold Seller harmless from any liability, loss, cost or expense (“Claim”), including reasonable attorneys’ fees, which shall result from (i) a material breach of any representation or warranty of Buyer contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Buyer pursuant hereto; or (ii) a material breach by Buyer of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Buyer in connection with the transactions contemplated by this Agreement. Upon payment of such indemnity, Buyer shall be subrogated to the Supplier and/or indemnitee’s rights against any third parties respecting the relevant Sub-Contractor acting Claims. Anything contained in accordance this Agreement to the contrary notwithstanding, Buyer shall not be required to indemnify Seller if and to the extent Seller is indemnified and fully compensated for its Claim by a third party. (b) Seller will, indemnify and hold Buyer harmless from any Claim, including reasonable attorneys’ fees, which shall result from (i) a material breach of any representation or warranty of Seller contained in this Agreement or in any certificate or other document delivered by Seller pursuant hereto; or (ii) a material breach by Seller of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Seller in connection with the provisions transactions contemplated by this Agreement. Upon payment of Paragraphs 1.2 such indemnity, Seller shall be subrogated to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also Buyer’s rights against any third parties respecting the Claims. (c) A party seeking indemnification pursuant to Paragraph 2.4, Sections 22(a) or (b) above (an “Indemnified Party”) shall give prompt notice to the Customer shall: indemnify party from whom such indemnification is sought (the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out “Indemnifying Party”) of the termination of the employment assertion of any employees Claim, or the commencement of any action, suit or proceeding, in respect of which indemnification may be sought hereunder and will give the Customer referred Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to in Paragraph 1.2 made pursuant give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the provisions extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of Paragraph 1.4 provided any such action, suit or proceeding involving a third party; provided, however, that such defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such defense. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof, and to employ counsel, at its own expense (except that the Supplier takes, or Indemnifying Party shall procure that pay the Notified Sub-Contractor takes, all reasonable steps to minimise any fees and expenses of such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant counsel to the provisions extent the Indemnified Party reasonably concludes that there is a conflict of Paragraph 1.4 provided that interest between the Supplier takesIndemnified Party and the Indemnifying Party), or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-separate from counsel employed by the Customer and/or Indemnifying Party in any such action. The Indemnifying Party shall be liable for the Former Supplier as appropriate nor dismissed fees and expenses of counsel employed by the Supplier and/or Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any Sub-Contractor within Claim involving a third party, all the fifteen (15) Working Day period referred to parties hereto shall cooperate in Paragraph 1.4 the defense or prosecution thereof and shall furnish such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) records, information and the Supplier shalltestimony, or shall procure that the Sub-Contractor shalland attend at such conferences, comply with such obligations discovery proceedings, hearings, trials and appeals, as may be imposed upon it reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Law. Where Sections 22(a) or 22(b) for any person remains employed by the Supplier and/or settlement effected without its written consent (as contemplated above) for any Sub-Contractor pursuant to Paragraph 2.2Claim, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur litigation or proceeding in respect of any such employees which indemnity may be sought hereunder. No Claim for indemnification, except Claims based on (i) a breach of the Supplier and/or employees representations contained in Section 5.06 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party after the second anniversary of the Sub-ContractorClosing Date. The indemnities in Paragraph 2.1: shall not apply to: In the event of any claim for: discriminationfor indemnity hereunder by Buyer that occurs prior to the date on which the Hold Back Amount is due, including on Buyer may withhold from the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission payment of the Supplier and/or any Sub-Contractor; or any Holdback Amount an amount equal to Buyer's good faith estimate of damages. At such time as the claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 for indemnity is made by the Supplier and/or any Sub-Contractor to the Customer andresolved, if applicableBuyer's actual damages are less than the amount withheld from the Holdback Amount, Former Supplier within 6 months of the Call Off Commencement Date.Buyer shall promptly pay such excess to Seller. [Signature page follows]

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re-employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Call Off Commencement Date.: