2.5.  Retendering - Employment Obligations

2.5.1.  The Contractor shall (and shall procure that any Sub-Contractor shall) within the period of twelve (12) Months immediately preceding the Expiry Date or following the service of a Termination Notice or as a consequence of the Authority notifying the Contractor of its intention to retender this Contract pursuant to Clause 80.6 (Retendering the Service on Expiry):

(a)  on receiving a request from the Authority provide in respect of any person engaged or employed by the Contractor (or any Sub-Contractor) in the provision of the Service (the "Assigned Employees") full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters affecting each of those Assigned Employees who it is expected, if they remain in the employment of the Contractor (or of any Sub-Contractor or Secondary Contractor) until immediately before the Termination Date or the Expiry Date (as the case may be) would be Returning Employees (the "Retendering Information");

(b)  provide the Retendering Information promptly and at no cost to the Authority;

(c)  notify the Authority forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise;

(d)  be precluded from making any material increase or decrease in the numbers of Assigned Employees other than in the ordinary course of business and with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed);

(e)  be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed); and

(f)  be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Service, to provide the Service, save with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed),

2.5.2.  Without prejudice to paragraphs 2.5.1 and 2.3 the Contractor shall provide and shall procure that any Sub-Contractor and or Secondary Contractor shall provide the Employee Liability Information at such time or times as are required by TUPE and shall warrant at the time of providing such Employee Liability Information that such Information will be updated to take account of any changes to such Information as are required by TUPE.

2.5.3.  The Contractor shall, and shall keep indemnified in full, the Authority and, at the Authority's request any Future Service Provider against all Direct Losses arising from any claim by any party as a result of the Contractor (or Sub-Contractor or Secondary Contractor) failing to provide or promptly to provide the Authority with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Retendering Information and/or Employee Liability Information [provided that this indemnity shall not apply in respect of the Retendering Information to the extent that such information was originally provided to the Contractor by the Authority and was materially inaccurate or incomplete when originally provided].