2.A.13.  Contractor Indemnities

The Contractor shall indemnify and keep indemnified in full, the Authority, and at the Authority's request each and every service provider who shall provide any service equivalent to any of the Services immediately after expiry or earlier termination of this Contract (a Future Service Provider) against:

(a)  all Direct Losses incurred by the Authority or any Future Service Provider in connection with, or as a result of, any claim or demand against the Authority or any Future Service Provider by (i) any person who is, or has been, employed or engaged by the Contractor or any Sub-Contractor in connection with the provision of any of the Services or (ii) any trade union or staff association or employee representative in respect of such person, in either case where such claim arises as a result of any act, fault or omission of the Contractor and/or any Sub-Contractor after the Service Transfer Date;

(b)  all Direct Losses incurred by the Authority or any Future Service Provider in connection with or as a result of a breach by the Contractor of its obligations under paragraph 2.A.4(b); and

(c)  all Direct Losses incurred by the Authority or any Future Service Provider - Service Provider in connection with, or as a result of, any claim by any Relevant Employee, trade union or staff association or employee representative (whether or not recognised by the Contractor and/or the relevant Sub-Contractor in respect of all or any of the Relevant Employees) arising from, or connected with any failure by the Contractor and/or any Sub-Contractor to comply with any legal obligation to such trade union, staff association or other employee representative whether under Regulations 13 of TUPE, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Service Transfer Date;

(d)  The Contractor shall indemnify and keep indemnified in full the Authority, against all Direct Losses incurred by the Authority in connection with or as a result of:

(i)  any claim by any Relevant Employee that any proposed or actual substantial change by the Contractor or any Sub-Contractor to the Relevant Employees' working conditions, or any proposed measures of the Contractor or the relevant Sub-Contractor are to that employee's detriment whether such claim arises before or after the Service Transfer Date; and

(ii)  any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Contractor or a Sub-Contractor to the Relevant Employees or their representatives whether before, on or after the Service Transfer Date and whether liability for any such claim arises before on or after the Service Transfer Date.

The indemnities in this paragraph 2.A.13 shall not apply in respect of any sum for which the Authority is to indemnify the Contractor or a relevant Sub-Contractor pursuant to paragraph 2.A.12 or as a result of any adjustment to the Unitary Charge in accordance with paragraph 2.A.9 or to the extent that the claim arises from a wrongful act or omission of the Authority or any Future Service Provider.