54A.6  Termination of Contract

On the expiry or earlier termination of this Contract, the parties agree that it is their intention that the Transfer Regulations shall apply in respect of the provision thereafter of any service equivalent to the Service but the position shall be determined in accordance with Law at the Expiry Date or, if earlier, the Termination Date and the following provisions are without prejudice to such determination.  For the purposes of this clause 54A, Returning Employees shall mean those employees assigned to the provision of the Service immediately before the expiry or termination of this Contract whose employment transfers to the Authority or a Future Service Provider pursuant to the Transfer Regulations.  Upon expiry or termination of this Contract for whatever reason (such date being termed the Return Date), the provisions of this clause 54A.6 shall apply:

(a)  the Service Provider shall, or shall procure that all wages, salaries and other benefits of the Returning Employees and other employees or former employees of the Service Provider (or a relevant sub-contractor) and all PAYE tax deductions, pension contributions and national insurance contributions relating thereto in respect of the employment of the Returning Employees and such other employees or former employees of the Service Provider (or relevant sub-contractor) up to the Return Date are satisfied;

(b)  without prejudice to clause 54A.6(a), the Service Provider shall:

(i)  remain (and procure that any relevant sub-contractor shall remain) responsible for all the Service Provider's (or relevant sub-contractor's) personnel (other than the Returning Employees) on or after the Return Date and shall indemnify the Authority and any Future Service Provider against all 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 Service Provider's or relevant sub-contractor's personnel who are not Returning Employees;

(ii)  in respect of Returning Employees, the Service Provider shall indemnify the Authority and any Future Service Provider against all 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 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 Service Provider or any relevant sub-contractor to comply with its or their obligations under the Transfer Regulations and/or the ARD 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;

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