2.A.17.  Termination of Contract

2.A.17.1.  On the expiry or earlier termination of this Contract, the Authority and the Contractor agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to a Service but the position shall be determined in accordance with the law at the date of expiry or termination as the case may be and this paragraph 2.A.17 is without prejudice to such determination.

2.A.17.2.  For the purposes of this paragraph 2.A.17 "Returning Employees" shall mean those employees wholly or mainly engaged in the provision of the Services as the case may be as 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 earlier termination of this Contract for whatever reason (such date being termed the "Return Date"), the provisions of this paragraph 2.A.17 will 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 any Sub-Contractor who had been engaged in the provision of the Services and all PAYE tax deductions 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) up to the Return Date are satisfied;

(b)  without prejudice to paragraph 2.A.17.2(a):

(i)  the Contractor shall remain (and procure that any Sub-Contractor shall remain) responsible for all the Contractor's (or Sub-Contractor's) employees (other than the Returning Employees) on or after the time of expiry or termination of this Contract 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 employees who do not constitute the Returning Employees;

(ii)  the Authority shall ensure or shall procure that all wages, salaries and other benefits of the Returning Employees (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees on and after the Return Date are satisfied;

(iii)  the Contractor shall remain (and procure that Sub-Contractors shall remain) (as relevant) responsible for all the Contractor's employees (other than the Returning Employees) on or after the time of expiry or termination of this Contract and shall indemnify the Authority and any Future Service Provider Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever whether arising before or on or after the Return Date by or on behalf of any of the Contractor's or Sub-Contractors' employees who do not constitute the Returning Employees;

(iv)  in respect of those employees who constitute 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 after the Relevant Service Transfer Date but 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) to comply with its or their obligations under Regulation 13 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;

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

2.A.17.3.  The Authority shall indemnify the Contractor (for itself and for the benefit of each relevant Sub-Contractor) in respect of those employees who constitute Returning Employees against all Direct Losses incurred by the Contractor or any relevant Sub-Contractor in connection with or as a result of any failure by the Authority or any Future Service Provider to comply with its or their obligations under Regulation 13 of TUPE and/or Article 6 of the Directive as if such legislation applied, even if it does not in fact so apply save to the extent that any such failure arises as a result of any act or omission of the Contractor or any relevant Sub-Contractor.