2.A.3.  Offer of Employment

2.A.3.1.  If TUPE does not apply to any person who is an Authority Existing Employees, the Contractor shall offer to or shall procure the offer by the relevant Sub-Contractor or Secondary Contractor to each and every such employee a new contract of employment commencing on the Service Transfer Date under which the terms and conditions including full continuity of employment shall not differ from those enjoyed immediately prior to the Service Transfer Date (except insofar as such terms and conditions relate to an occupational pension scheme) and the offer shall be in writing, shall be open to acceptance for a period of not less than ten (10) Business Days and shall be made:

(i)  not less than ten (10) Business Days before the Service Transfer Date, if it is believed that TUPE shall not apply to a person; or

(ii)  if it is believed that TUPE applies to a person but it is subsequently decided that TUPE does not so apply as soon as is practicable and in any event no later than ten (10) Business Days after that decision is known to the Contractor;

2.A.3.2.  Where any offer as referred to in paragraph 2.A.3.1 is accepted, the Authority shall indemnify, and keep indemnified in full, the Contractor on the same terms and conditions as those set out in paragraph 2.A.11 as if there had been a Relevant Transfer in respect of each and every Authority Existing Employee who has accepted any such offer and the provisions of paragraphs 2.A.5 to 2.A.8 (inclusive) shall apply in the event of any resulting increase or decrease in the Remuneration Costs and Reorganisation Costs;

2.A.3.3.  Where any such offer as referred to in paragraph 2.A.3.1 is accepted, the Contractor shall act, and shall procure that each relevant Sub-Contractor and Secondary Contractor shall act in all respects as if TUPE had applied to each and every Authority Existing Employee who has accepted any such offer and shall comply with paragraph 3 (Pensions) of this Contract in respect of each and every such employee who was immediately before the Service Transfer Date, an Authority Existing Employee;

2.A.3.4.  Where any such offer as referred to in paragraph 2.A.3.1 is not accepted and TUPE does not apply, the Authority Existing Employee shall remain an employee of the Authority.