32.19  Service Provider Indemnities

It is agreed that:

(a)  the Service Provider shall indemnify, and keep indemnified, in full the Authority and at the Authority's request each and every service provider who shall provide any service equivalent to any part of the Service after expiry or earlier termination of this Contract (a Future Service Provider) against:

(i)  all Direct Losses incurred by the Authority or any Future Service Provider in connection with, or as a result of, any claim or demand against the Authority or any Future Service Provider by any person who is or has been employed or engaged by the Service Provider or any relevant sub-contractor in connection with the provision of any part of the Service where such claim arises as a result of any act, fault or omission of the Service Provider and/or any relevant sub-contractor after the Service Commencement Date;

(ii)  all Direct Losses incurred by the Authority or any Future Service Provider in connection with or as a result of a breach by the Service Provider of its obligations under clause 32.6; and

(iii)  all Direct Losses incurred by the Authority or any Future Service Provider in connection with, or as a result of, any claim by any trade union or staff association or employee representative (whether or not recognised by the Service Provider and/or the relevant sub-contractor in respect of all or any of the Relevant Employees) arising from, or connected with, any failure by the Service Provider and/or any relevant sub-contractor to comply with any legal obligation to such trade union, staff association or other employee representative whether under Regulations 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Service Commencement Date;

(b)  the Service Provider shall indemnify and keep indemnified in full the Authority, against all Direct Losses incurred by the Authority in connection with or as a result of:

(i)  the change of identity of employer occurring by virtue of TUPE to the Service Provider or the relevant sub-contractor being significant and detrimental to any of the Relevant Employees or to any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE) on or before the Service Commencement Date as a result of the change in employer and whether such claim arises before or after the Service Commencement Date;

(ii)  any proposed or actual change by the Service Provider or any relevant sub-contractor to the Relevant Employees' working conditions, terms or conditions or any proposed measures of the Service Provider or the relevant sub-contractor which are to any of the Relevant Employee's material detriment or to the material detriment of any person who would have been a Relevant Employee but for their resignation (or decision to treat their employment as terminated under Regulation 4(9) of TUPE) on or before the Service Commencement Date as a result of any such proposed changes or measures and whether such claim arises before or after the Service Commencement Date; and

(iii)  any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Service Provider or a relevant sub-contractor to the Relevant Employees or their representatives whether before on or after the Service Commencement Date and whether liability for any such claim arises before on or after the Service Commencement Date,

(c)  for the avoidance of doubt, the indemnities in this clause 32.19 shall not apply in respect of any sum for which the Authority is to indemnify the Service Provider or a relevant sub-contractor pursuant to clause 32.18(b) or as a result of any adjustment to the Unitary Charge in accordance with clause 32.11 or to the extent that the claim arises from a wrongful act or omission of the Authority; and

(d)  clause 30.4 (Conduct of Claims) shall apply where any claim is made in respect of the indemnities given under this clause 32.19.