54.18  Authority Indemnities

It is agreed that:

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

(i)  a breach by the Authority of its obligations under clause 54.5;

(ii)  (subject to clauses [54.18(a)(iii) and 54.19]) any claim or demand by any Transferring Employee  arising out of the employment of any Transferring Employee provided that this arises from any act, fault or omission of the Authority in relation to any Transferring Employee prior to the date of the Relevant Transfer (save where such act, fault or omission arises as a result of the Service Provider's or any relevant Sub-Contractor's failure to comply with Regulation 13 of TUPE) and any such claim is not in connection with the Relevant Transfer including any act, fault or omission that leads to an Equal Pay Ruling;

(iii)  where the costs of an Equal Pay Ruling are to be borne by the Authority pursuant to the provisions of clauses 54.18(a)(ii) or 54.21(g) in respect of all future payments to the Transferring Employees and/or New Employees following the [Decision Date]58 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 [earlier of the Termination Date and the Expiry Date].  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 Service Provider (for itself and for the benefit of each relevant sub-contractor) against all Losses incurred by the Service Provider or any sub-contractor in connection with or as a result of or in connection with the Equal Pay Ruling],59

(b)  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 Relevant Transfer Date and partly as a result of any act or omission occurring after the Relevant Transfer Date the Authority shall indemnify and keep indemnified in full the Service Provider or the relevant sub-contractor against only such part of the Losses sustained by the Service Provider or any relevant sub-contractor in consequence of the liability as is reasonably attributable to the act or omission occurring before the Relevant Transfer Date;

(c)  the indemnities contained in clause 54.18(a) shall apply as if references in this clause 54.18 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 employer of the Relevant Employee prior to the Relevant Transfer Date to the extent that the Authority recovers any sum in respect of the subject matter of those indemnities from such third party employer under any indemnity or other legal entitlement it has against such third party employer.  The Authority shall use all reasonable endeavours to recover any such sums under any such entitlement as in mentioned in this clause 54.18(c); and

(d)  clause 52.5 (Conduct of Claims) shall apply where any claim is made in respect of the indemnities given under this clause 54.18.

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58  Decision Date will need to be defined.

59  This wording should be inserted if the Local Authority decides to adjust the Unitary Charge following an Equal Pay Ruling instead of relying on the indemnity.  Note the period of adjustment is for the Contract Period as there is no market testing of any part of the Service.  If there is then the period should be until the market-testing date.