32.18  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 Direct 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 32.5;

(ii)  (subject to clause 32.19) 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;

(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 Service Commencement Date and partly as a result of any act or omission occurring after the relevant Service Commencement Date the Authority shall indemnify and keep indemnified in full the Service Provider or the relevant sub-contractor against only such part of the Direct 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 Service Commencement Date;

(c)  the indemnities contained in clause 32.18(a) shall apply as if references in this clause 32.18 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 Service Commencement 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 32.18(c); and

(d)  clause 30.4 (Conduct of Claims) shall apply where any claim is made in respect of the indemnities given under this clause 32.18.