54A.4  Service Provider Indemnities

The Service Provider shall indemnify and keep indemnified in full the Authority, and at the Authority's request each and every Future Service Provider against:

(a)  any claims in respect of emoluments and all other contractual or statutory payments and benefits unpaid by or due from the Service Provider or any sub-contractor to any person entitled to such payments from the Service Provider or any sub-contractor who is, or has been, employed or engaged by the Service Provider or any sub-contractor in connection with the provision of any of the Service which relate to any period of employment or engagement with the Service Provider or any sub-contractor on or after the Relevant Transfer Date but prior to the date of expiry or termination of this Contract, and all income tax and pension and national insurance contributions payable thereon; and

(b)  insofar as clause 54A.4(a) does not apply, all Losses incurred by the Authority or any Future Service Provider as a result of any claim against any such party in respect of any liability to any person who is, or has been, employed or engaged (whether as a consequence of the Transfer Regulations or of the provisions of this clause 54A) by the Service Provider or any sub-contractor in connection with the provision of the Service, where such claim arises as a result of any act, fault or omission of the Service Provider or any relevant sub-contractor occurring after the Relevant Transfer Date and before the expiry or termination of this Contract.