2.A.12.  Indemnities

The Authority shall indemnify and keep indemnified in full the Contractor (for itself and for the benefit of each relevant Sub-Contractor) against all Direct Losses incurred by the Contractor (or any relevant Sub-Contractor) in connection with or as a result of:

(a)  a breach by the Authority of its obligations under paragraph 2.A.4(a); [and]

(b)  [subject to paragraph 2.A.13 (Contractor Indemnities)]138 any claim or demand by (i) any Transferring Employee or (ii) by any trade union or staff association or employee representative in respect of all or any of the Transferring Employees, in either case that arises out of the employment of any such Transferring Employee provided that this arises from any act, fault or omission of the Authority in relation to any such employee prior to the date of the Relevant Transfer including any act, fault or omission that leads to an Equal Pay Ruling;

(c)  where the costs of an Equal Pay Ruling are to be borne by the Authority pursuant to the provisions of paragraph 2.A.12(b) in respect of all future payments to the Transferring Employees and/or New Employees following the Decision Date then the Unitary Charge shall immediately be adjusted in respect of all such future payments to the Transferring Employees and/or New Employees by adding the costs of such Equal Pay Ruling to the Unitary Charge as are appropriate on an ongoing basis until the date of any benchmarking or Market Testing.  For the avoidance of doubt, in respect of all payments relating to the period prior to the Decision Date the Authority shall indemnify and keep indemnified in full the Contractor (for itself and for the benefit of each relevant Sub-Contractor) against all Direct Losses incurred by the Contractor in connection with or as a result of or in connection with the Equal Pay Ruling.139

(d)  where any liability in relation to any Transferring Employee, in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with TUPE and/or the Directive arises partly as a result of any act or omission occurring on or before the Service Transfer Date and partly as a result of any act or omission occurring after the Service Transfer Date the Authority shall indemnify and keep indemnified in full the Contractor or the relevant Sub-Contractor against only such part of the Direct Losses sustained by the Contractor or any Sub-Contractor in consequence of the liability as is reasonably attributable to the act or omission occurring before the relevant Service Transfer Date,

and the indemnities contained in paragraphs 2.A.12(a) and 2.A.12(b) shall apply as if references in those paragraphs to any Transferring Employee also included a reference to any Relevant Employee and references to any act, fault or omission of the Authority also included a reference to the relevant Third Party Contractor employer of the Relevant Employee prior to the Service Transfer Date to the extent that the Authority recovers any sum in respect of the subject matter of those indemnities under any indemnity or other legal entitlement it has against such Third Party Contractor.  The Authority shall use all reasonable endeavours to recover any such sums under any such entitlement as mentioned in paragraphs 2.A.12(a) and 2.A.12(b).

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138  The wording in square brackets is to be inserted if paragraph 2.A.12 (c) is included, which is the case where the Authority decides to use the adjustment to the Unitary Charge method for future costs following an Equal Pay Ruling instead of simply providing an indemnity in relation to such ongoing costs.

139  This wording to be used where the Authority decides to use the adjustment to the Unitary Charge method for future costs following an Equal Pay Ruling instead of simply providing an indemnity in relation to such ongoing costs.