1.11  Offer of Employment on Expiry or Termination

1.11.1  If TUPE does not apply on the expiry or earlier termination of this Agreement, the Authority shall ensure that each Future Contractor (including the Authority) shall offer employment to the persons employed by the Contractor or a Sub-Contractor in the provision of the Services immediately before the Return Date.30

1.11.2  If an offer of employment is made in accordance with clause 1.11.1, the employment shall be on the same terms and conditions (except for entitlement to membership of an occupational pension scheme, which shall be dealt with in accordance with clause 2 (Pensions) as applied immediately before the expiry or earlier termination of this Agreement including full continuity of employment, except that the Authority or Future Contractor may at its absolute discretion not offer such terms and conditions if there has been any change to the terms and conditions of the persons concerned in breach of clause 1.9.

1.11.3  Where any such offer as referred to in clause 1.11.1 is accepted, the Contractor shall indemnify and keep indemnified in full the Authority and/or any Future Contractor on the same terms and conditions as those set out in clause 1.6 of this Agreement as if there had been a Relevant Transfer in respect of each and every employee who has accepted any such offer and for the purposes of this clause 1 each and every such employee shall be treated as if they were a Returning Employee.

1.11.4  For the avoidance of doubt, where any such offer as referred to in clause 1.11.1 is not accepted and TUPE does not apply, the employee shall remain an employee of the Contractor or Sub-Contractor as appropriate.

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30 Authorities should ensure that this obligation on to the new service provider by way of contract.