2.6.  Termination of Contract

2.6.1.  On the expiry or earlier termination of this Contract, the Parties agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to the Services but the position shall be determined in accordance with Legislation at the Expiry Date or, if earlier, the Termination Date and the following provisions are without prejudice to such determination.

2.6.2.  For the purposes of this paragraph 2, "Returning Employees" shall mean those employees wholly or mainly engaged in the provision of the Services immediately before the expiry or termination of this Contract whose employment transfers to the Authority or a Future Service Provider pursuant to TUPE.  Upon expiry or termination of this Contract for whatever reason (such date being termed the "Return Date"), the provisions of this paragraph 2.6, shall apply:

(a)  the Contractor shall, or shall procure that all wages, salaries and other benefits of the Returning Employees and other employees or former employees of the Contractor (or the Sub-Contractor or Secondary Contractor) and all PAYE tax deductions, pension contributions and national insurance contributions relating thereto in respect of the employment of the Returning Employees and such other employees or former employees of the Contractor (or Sub-Contractor or Secondary Contractor) up to the Return Date are satisfied;

(b)  without prejudice to paragraph 2.6.2(a), the Contractor shall:

(i)  remain (and procure that any Sub-Contractor or Secondary Contractor shall remain) responsible for all the Contractor's (or Sub-Contractor's or Secondary Contractor's) Personnel (other than the Returning Employees) on or after the Return Date and shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever whether arising before on or after the Return Date, by or on behalf of, any of the Contractor's or Sub-Contractor's or Secondary Contractor's Personnel who do not constitute the Returning Employees;

(ii)  in respect of Returning Employees, the Contractor shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever, by or on behalf of, any of the Returning Employees in respect of the period on or before the Return Date (whether any such claim, attributable to the period up to and on the Return Date, arises before, on or after the Return Date) including but not limited to any failure by the Contractor or any Sub-Contractor or Secondary Contractor to comply with its or their obligations under Regulations 13 and 14 of TUPE and any award of compensation under Regulation 15 of TUPE and/or Article 6 of the Directive as if such legislation applied, even if it does not in fact apply save to the extent that any such failure to comply arises as a result of an act or omission of the Authority or any Future Service Provider;

(iii)  the Authority shall be entitled to assign the benefit of this indemnity to any Future Service Provider.