Common use of Authority Indemnities Clause in Contracts

Authority Indemnities. Subject to Paragraph 2.2, the Contracting Authority shall indemnify the Supplier and any Notified Sub-Contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting The Authority shall indemnify and keep indemnified in full Project Co (for itself and for the Supplier benefit of each relevant Service Provider) against all emoluments and all other contractual or statutory payments due to any Notified Sub-Contractor against any Employee Liabilities Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which relate to any period of employment prior to or on the Relevant Service Transfer Date even if the liability to make any such payment does not arise until on or after the Relevant Service Transfer Date (which shall include any backdated pay award by the Authority), and against all income tax and pension and national insurance contributions payable thereon. Insofar as Clause 25.20 does not apply, the Authority shall indemnify and keep indemnified in full Project Co against all Direct Losses sustained by Project Co in consequence of any liability which transfers to Project Co or a Service Provider in accordance with the Transfer Regulations and/or the Acquired Rights Directive in relation to any Transferring Contracting Authority Employee (or, where applicable any or former employee representative as defined of the Authority in respect of his or her employment by the Employment Regulations) arising from Authority or its termination by the Authority which arises as a result of: of any act or omission by the Contracting Authority occurring before or on the Relevant Service Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice . The provisions of this Clause 25.21 and of Clause 25.20 shall not apply in respect of any claim that the terms and conditions of employment relating to Pay of Transferring Contracting Authority Employees which contravene the Contracting Authority is contractually bound Equal Pay Legislation including but not limited to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of an Equal Pay Ruling. Where any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: liability in relation to any Transferring Contracting Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with the Transfer Regulations and/or the Acquired Rights Directive arises partly as a result of any act or omission occurring on or before the Relevant Service Transfer Date and partly as a result of any act or omission occurring after the Relevant Service Transfer Date, the Authority shall indemnify and keep indemnified in full Project Co against only such part of the Direct Losses sustained by Project Co in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Service Transfer Date. The indemnities contained in Clause 25.20 and Clause 25.21 shall apply as if references in those Clauses to any Transferring Authority Employee also included a reference to any Transferring Private Sector Employee to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to Authority recovers any employee who is not a Transferring Contracting Authority Employee and sum in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment subject matter of those indemnities from any sub–contractor of the Contracting Authority to the Supplier and/or under any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC indemnity or other legal entitlement it has against such sub-contractor. The Authority undertakes that it will use all reasonable endeavours to recover any sums under any such entitlement as is mentioned in this Clause 25.23. To avoid doubt, nothing in Clauses 25.20 or 25.21 shall impose any liability upon the Authority for any part of any statutory authority relates or contractual redundancy payment to financial obligations arising before any Transferring Employee which is payable as a result of any termination of employment of a Transferring Employee occurring after the Relevant Service Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions If there is an Equal Pay Ruling relating to the any Transferring Contracting Authority Employees the Authority shall indemnify Project Co and keep Project Co indemnified (for itself and for the benefit of each relevant Service Provider) against all loss, damages, injury, claims, costs, liabilities and expenses (including legal expenses) arising before out of or in connection with the Relevant Transfer Date; any claim made by or Equal Pay Ruling. Project Co will not be entitled to the benefit of this indemnity in respect of any person employed or formerly employed an Equal Pay Adjustment which is dealt with in Clause 25.26 below. Following each Equal Pay Adjustment the Annual Service Payments shall be adjusted by operation of Clause 34.2.1(e) to reflect the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged additional cost to the Supplier Project Co and/or any Notified Sub-Contractor as appropriate may be liable by virtue the Service Provider of employment of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except Employee. To avoid doubt Clause 49.3 applies to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin beforeunder Clauses 25.20, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (25.21, 25.22 and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law25.25.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting The Authority shall indemnify and keep indemnified in full Project Co (for itself and for the Supplier benefit of each relevant Service Provider) against all emoluments and all other contractual or statutory payments due to any Notified Sub-Contractor against any Employee Liabilities Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which relate to any period of employment prior to or on the Relevant Service Transfer Date even if the liability to make any such payment does not arise until on or after the Relevant Service Transfer Date (which shall include any backdated pay award by the Authority), and against all income tax and pension and national insurance contributions payable thereon. Insofar as Clause 25.20 does not apply, the Authority shall indemnify and keep indemnified in full Project Co against all Direct Losses sustained by Project Co in consequence of any liability which transfers to Project Co or a Service Provider in accordance with the Transfer Regulations and/or the Acquired Rights Directive in relation to any Transferring Contracting Authority Employee (or, where applicable any or former employee representative as defined of the Authority in respect of his or her employment by the Employment Regulations) arising from Authority or its termination by the Authority which arises as a result of: of any act or omission by the Contracting Authority occurring before or on the Relevant Service Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice . The provisions of this Clause 25.21 and of Clause 25.20 shall not apply in respect of any claim that the terms and conditions of employment relating to Pay of Transferring Contracting Authority Employees which contravene the Contracting Authority is contractually bound Equal Pay Legislation including but not limited to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of an Equal Pay Ruling. Where any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: liability in relation to any Transferring Contracting Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with the Transfer Regulations and/or the Acquired Rights Directive arises partly as a result of any act or omission occurring on or before the Relevant Service Transfer Date and partly as a result of any act or omission occurring after the Relevant Service Transfer Date, the Authority shall indemnify and keep indemnified in full Project Co against only such part of the Direct Losses sustained by Project Co in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Service Transfer Date. The indemnities contained in Clause 25.20 and Clause 25.21 shall apply as if references in those Clauses to any Transferring Authority Employee also included a reference to any Transferring Private Sector Employee to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to Authority recovers any employee who is not a Transferring Contracting Authority Employee and sum in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment subject matter of those indemnities from any sub-contractor of the Contracting Authority to the Supplier and/or under any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC indemnity or other legal entitlement it has against such sub-contractor. The Authority undertakes that it will use all reasonable endeavours to recover any sums under any such entitlement as is mentioned in this Clause 25.23. To avoid doubt, nothing in Clauses 25.20 or 25.21 shall impose any liability upon the Authority for any part of any statutory authority relates or contractual redundancy payment to financial obligations arising before any Transferring Employee which is payable as a result of any termination of employment of a Transferring Employee occurring after the Relevant Service Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions If there is an Equal Pay Ruling relating to the any Transferring Contracting Authority Employees the Authority shall indemnify Project Co and keep Project Co indemnified (for itself and for the benefit of each relevant Service Provider) against all loss, damages, injury, claims, costs, liabilities and expenses (including legal expenses) arising before out of or in connection with the Relevant Transfer Date; any claim made by or Equal Pay Ruling. Project Co will not be entitled to the benefit of this indemnity in respect of any person employed or formerly employed an Equal Pay Adjustment which is dealt with in Clause 25.26 below. Following each Equal Pay Adjustment the Annual Service Payments shall be adjusted by operation of Clause 34.2.1.1(e) to reflect the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged additional cost to Project Co and/or the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue Service Provider of employment of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment RegulationsEmployee. To avoid doubt, except Clause 49.3 applies to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin beforeunder Clauses 25.20, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (25.21, 25.22 and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law25.25.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting Authority shall indemnify the Supplier and any Notified Sub-Contractor contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority in respect of any Transferring Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Authority Employee occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor contractor (whether or not a Notified Sub-Contractorcontractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor contractor to occur in the period from (and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractorcontractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 2.3(b) is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: 2.3(b): no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor contractor (as appropriate) against all Employee Liabilities arising out of the termination of employment pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 2.3(a) is made by the Supplier and/or any Notified Sub-Contractor contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Effective Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under applicable Law.

Authority Indemnities. Subject to Paragraph 2.2paragraph 2.2 of Part A of this Framework Schedule, the Contracting Authority shall indemnify the Supplier and any Notified Sub-Contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph paragraph 2.1 of Part A of this Framework Schedule shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (and including) the Relevant Transfer Date); or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 five (5) Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 fifteen (15) Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 paragraph 12.3.2 of Part A of this Framework Schedule is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 fifteen (15) Working Day period specified in Paragraph 2.3.2paragraph 12.3.2 of Part A of this Framework Schedule: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 five (5) Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 paragraphs 12.3 to 2.5 12.5 of Part A of this Framework Schedule and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 paragraph 12.5 of Part A of this Framework Schedule provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6paragraph 12.6 of Part A 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 paragraph 12.3.1 of Part A of this Framework Schedule is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 six (6) months of the Call Off Framework Commencement Date. If any such person as is referred to in Paragraph 2.3 paragraph 12.3 of Part A of this Framework Schedule is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 paragraph 12.5 of Part A of this Framework Schedule such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting Authority shall indemnify the Supplier Contractor and any Notified Sub-Contractor contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier Contractor and/or any Notified Sub-Contractor contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting Authority shall indemnify the Supplier and any Notified Sub-Contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority in respect of any Transferring Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Authority Employee occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Sub- Contractor to occur in the period from (and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority EmployeeEmployee , that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination of employment pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Sub- Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law.:

Authority Indemnities. Subject to Paragraph 2.2, the Contracting The Authority shall indemnify and keep indemnified in full DBFM Co (for itself and for the Supplier benefit of each relevant Service Provider) against all emoluments and all other contractual or statutory payments due to any Notified Sub-Contractor against any Employee Liabilities Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which relate to any period of employment prior to or on the Relevant Service Transfer Date even if the liability to make any such payment does not arise until on or after the Relevant Service Transfer Date (which shall include any backdated pay award by the Authority), and against all income tax and pension and national insurance contributions payable thereon. Insofar as Clause 25.20 does not apply, the Authority shall indemnify and keep indemnified in full DBFM Co against all Direct Losses sustained by DBFM Co in consequence of any liability which transfers to DBFM Co or a Service Provider in accordance with the Transfer Regulations and/or the Acquired Rights Directive in relation to any Transferring Contracting Authority Employee (or, where applicable any or former employee representative as defined of the Authority in respect of his or her employment by the Employment Regulations) arising from Authority or its termination by the Authority which arises as a result of: of any act or omission by the Contracting Authority occurring before or on the Relevant Service Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice . The provisions of this Clause 25.21 and of Clause 25.20 shall not apply in respect of any claim that the terms and conditions of employment relating to Pay of Transferring Contracting Authority Employees which contravene the Contracting Authority is contractually bound Equal Pay Legislation including but not limited to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of an Equal Pay Ruling. Where any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: liability in relation to any Transferring Contracting Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with the Transfer Regulations and/or the Acquired Rights Directive arises partly as a result of any act or omission occurring on or before the Relevant Service Transfer Date and partly as a result of any act or omission occurring after the Relevant Service Transfer Date, the Authority shall indemnify and keep indemnified in full DBFM Co against only such part of the Direct Losses sustained by DBFM Co in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Service Transfer Date. The indemnities contained in Clause 25.20 and Clause 25.21 shall apply as if references in those Clauses to any Transferring Authority Employee also included a reference to any Transferring Private Sector Employee to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to Authority recovers any employee who is not a Transferring Contracting Authority Employee and sum in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment subject matter of those indemnities from any sub-contractor of the Contracting Authority to the Supplier and/or under any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC indemnity or other legal entitlement it has against such sub-contractor. The Authority undertakes that it will use all reasonable endeavours to recover any sums under any such entitlement as is mentioned in this Clause 25.23. To avoid doubt, nothing in Clauses 25.20 or 25.21 shall impose any liability upon the Authority for any part of any statutory authority relates or contractual redundancy payment to financial obligations arising before any Transferring Employee which is payable as a result of any termination of employment of a Transferring Employee occurring after the Relevant Service Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions If there is an Equal Pay Ruling relating to the any Transferring Contracting Authority Employees the Authority shall indemnify DBFM Co and keep DBFM Co indemnified (for itself and for the benefit of each relevant Service Provider) against all loss, damages, injury, claims, costs, liabilities and expenses (including legal expenses) arising before out of or in connection with the Relevant Transfer Date; any claim made by or Equal Pay Ruling. DBFM Co will not be entitled to the benefit of this indemnity in respect of any person employed or formerly employed an Equal Pay Adjustment which is dealt with in Clause 25.26 below. Following each Equal Pay Adjustment the Annual Service Payments shall be adjusted by operation of Clause 34.2.1(e)) to reflect the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged additional cost to DBFM Co and/or the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue Service Provider of employment of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except Employee. To avoid doubt Clause 49.3 applies to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin beforeunder Clauses 25.20, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (25.21, 25.22 and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law25.25.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting The Authority shall indemnify the Supplier and any Notified keep indemnified in full Sub-Contractor hubco (for itself and for the benefit of each relevant Service Provider) against all emoluments and all other contractual or statutory payments due to any Employee Liabilities Transferring Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination by the Authority which relate to any period of employment prior to or on the Relevant Service Transfer Date even if the liability to make any such payment does not arise until on or after the Relevant Service Transfer Date (which shall include any backdated pay award by the Authority), and against all income tax and pension and national insurance contributions payable thereon. Insofar as Clause 25.20 does not apply, the Authority shall indemnify and keep indemnified in full Sub-hubco against all Direct Losses sustained by Sub-hubco in consequence of any liability which transfers to Sub-hubco or a Service Provider in accordance with the Transfer Regulations and/or the Acquired Rights Directive in relation to any Transferring Contracting Authority Employee (or, where applicable any or former employee representative as defined of the Authority in respect of his or her employment by the Employment Regulations) arising from Authority or its termination by the Authority which arises as a result of: of any act or omission by the Contracting Authority occurring before or on the Relevant Service Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice . The provisions of this Clause 25.21 and of Clause 25.20 shall not apply in respect of any claim that the terms and conditions of employment relating to Pay of Transferring Contracting Authority Employees which contravene the Contracting Authority is contractually bound Equal Pay Legislation including but not limited to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of an Equal Pay Ruling. Where any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: liability in relation to any Transferring Contracting Authority Employee, or former employee of the Authority in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with the Transfer Regulations and/or the Acquired Rights Directive arises partly as a result of any act or omission occurring on or before the Relevant Service Transfer Date and partly as a result of any act or omission occurring after the Relevant Service Transfer Date, the Authority shall indemnify and keep indemnified in full Sub-hubco against only such part of the Direct Losses sustained by Sub-hubco in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Service Transfer Date. The indemnities contained in Clause 25.20 and Clause 25.21 shall apply as if references in those Clauses to any Transferring Authority Employee also included a reference to any Transferring Private Sector Employee to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to Authority recovers any employee who is not a Transferring Contracting Authority Employee and sum in respect of whom the subject matter of those indemnities from any sub-contractor of the Authority under any indemnity or other legal entitlement it has against such sub-contractor. The Authority undertakes that it will use all reasonable endeavours to recover any sums under any such entitlement as is later alleged mentioned in this Clause 25.23. To avoid doubt, nothing in Clauses 25.20 or determined that 25.21 shall impose any liability upon the Employment Regulations applied so Authority for any part of any statutory or contractual redundancy payment to any Transferring Employee which is payable as a result of any termination of employment of a Transferring Employee occurring after the Relevant Service Transfer Date.. If there is an Equal Pay Ruling relating to transfer his/her employment from any Transferring Authority Employees the Contracting Authority shall indemnify Sub-hubco and keep Sub-hubco indemnified (for itself and for the benefit of each relevant Service Provider) against all loss, damages, injury, claims, costs, liabilities and expenses (including legal expenses) arising out of or in connection with the Equal Pay Ruling. Sub-hubco will not be entitled to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure benefit of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or this indemnity in respect of any person employed or formerly employed an Equal Pay Adjustment which is dealt with in Clause 25.26 below. Following each Equal Pay Adjustment the Annual Service Payments shall be adjusted by operation of Clause 34.2.1(e)) to reflect the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified additional cost to Sub-Contractor as appropriate may be liable by virtue hubco and/or the Service Provider of employment of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except Employee. To avoid doubt Clause 49.3 applies to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin beforeunder Clauses 25.20, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (25.21, 25.22 and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law25.25.

Authority Indemnities. Subject to Paragraph 2.2, the Contracting Authority shall indemnify the Supplier and any Notified Sub-Contractor against any Employee Liabilities in respect of any Transferring Contracting Authority Employee (or, where applicable any employee representative as defined in the Employment Regulations) arising from or as a result of: any act or omission by the Contracting Authority occurring before the Relevant Transfer Date; the breach or non-observance by the Contracting Authority before the Relevant Transfer Date of: any collective agreement applicable to the Transferring Contracting Authority Employees; and/or any custom or practice in respect of any Transferring Contracting Authority Employees which the Contracting Authority is contractually bound to honour; any claim by any trade union or other body or person representing the Transferring Contracting Authority Employees arising from or connected with any failure by the Contracting Authority to comply with any legal obligation to such trade union, body or person arising before the Relevant Transfer Date; any proceeding, claim or demand by HMRC or other statutory authority in respect of any financial obligation including, but not limited to, PAYE and primary and secondary national insurance contributions: in relation to any Transferring Contracting Authority Employee, to the extent that the proceeding, claim or demand by HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date; and in relation to any employee who is not a Transferring Contracting Authority Employee and in respect of whom it is later alleged or determined that the Employment Regulations applied so as to transfer his/her employment from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor as appropriate, to the extent that the proceeding, claim or demand by the HMRC or other statutory authority relates to financial obligations arising before the Relevant Transfer Date. a failure of the Contracting Authority to discharge, or procure the discharge of, all wages, salaries and all other benefits and all PAYE tax deductions and national insurance contributions relating to the Transferring Contracting Authority Employees arising before the Relevant Transfer Date; any claim made by or in respect of any person employed or formerly employed by the Contracting Authority other than a Transferring Contracting Authority Employee for whom it is alleged the Supplier and/or any Notified Sub-Contractor as appropriate may be liable by virtue of the Employment Regulations and/or the Acquired Rights Directive; and any claim made by or in respect of a Transferring Contracting Authority Employee or any appropriate employee representative (as defined in the Employment Regulations) of any Transferring Contracting Authority Employee relating to any act or omission of the Contracting Authority in relation to its obligations under regulation 13 of the Employment Regulations, except to the extent that the liability arises from the failure by the Supplier or any Sub-Contractor to comply with regulation 13(4) of the Employment Regulations. The indemnities in Paragraph 2.1 shall not apply to the extent that the Employee Liabilities arise or are attributable to an act or omission of the Supplier or any Sub-Contractor (whether or not a Notified Sub-Contractor) whether occurring or having its origin before, on or after the Relevant Transfer Date including any Employee Liabilities: arising out of the resignation of any Transferring Contracting Authority Employee before the Relevant Transfer Date on account of substantial detrimental changes to his/her working conditions proposed by the Supplier and/or any Sub-Contractor to occur in the period from (and including) the Relevant Transfer Date; or arising from the failure by the Supplier or any Sub-Contractor to comply with its obligations under the Employment Regulations. If any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee claims, or it is determined in relation to any person who is not identified by the Contracting Authority as a Transferring Contracting Authority Employee, that his/her contract of employment has been transferred from the Contracting Authority to the Supplier and/or any Notified Sub-Contractor pursuant to the Employment Regulations or the Acquired Rights Directive then: the Supplier shall, or shall procure that the Notified Sub-Contractor shall, within 5 Working Days of becoming aware of that fact, give notice in writing to the Contracting Authority; and the Contracting Authority may offer (or may procure that a third party may offer) employment to such person within 15 Working Days of receipt of the notification by the Supplier and/or any Notified Sub-Contractor, or take such other reasonable steps as the Contracting Authority considers appropriate to deal with the matter provided always that such steps are in compliance with Law. If an offer referred to in Paragraph 2.3.2 is accepted, or if the situation has otherwise been resolved by the Contracting Authority, the Supplier shall, or shall procure that the Notified Sub-Contractor shall, immediately release the person from his/her employment or alleged employment. If by the end of the 15 Working Day period specified in Paragraph 2.3.2: no such offer of employment has been made; such offer has been made but not accepted; or the situation has not otherwise been resolved, the Supplier and/or any Notified Sub-Contractor may within 5 Working Days give notice to terminate the employment or alleged employment of such person. Subject to the Supplier and/or any Notified Sub-Contractor acting in accordance with the provisions of Paragraphs 2.3 to 2.5 and in accordance with all applicable proper employment procedures set out in applicable Law, the Contracting Authority shall indemnify the Supplier and/or any Notified Sub-Contractor (as appropriate) against all Employee Liabilities arising out of the termination pursuant to the provisions of Paragraph 2.5 provided that the Supplier takes, or procures that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. The indemnity in Paragraph 2.6: 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 Notified Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 2.3.1 is made by the Supplier and/or any Notified Sub-Contractor (as appropriate) to the Contracting Authority within 6 months of the Call Off Commencement Date. If any such person as is referred to in Paragraph 2.3 is neither re-employed by the Contracting Authority nor dismissed by the Supplier and/or any Notified Sub-Contractor within the time scales set out in Paragraph 2.5 such person shall be treated as having transferred to the Supplier and/or any Notified Sub-Contractor and the Supplier shall, or shall procure that the Notified Sub-Contractor shall, comply with such obligations as may be imposed upon it under applicable Law.