Indemnities (Clause 1.6)

2.38  Clause 1.6 requires the Authority to keep the Contractor indemnified in full for all direct losses incurred by the Contractor or any Sub-Contractor as a result of a failure to pay all liabilities in respect of the Transferring Employees prior to the transfer or any claim by a Transferring Employee arising from an act or omission of the Authority prior to the date of transfer. If a claim by a Transferring Employee arises partly before the date of the transfer and partly thereafter, the Authority is only required to indemnify the Contractor (or relevant Sub-Contractor) for the amount of direct losses attributable to the Authority's act/omission prior to the transfer (Clause 1.6.2). Clause 1.6.3 confirms that the Contractor (or relevant Sub-Contractor) should also be indemnified for any act/omission of a third party contractor prior to the transfer and the Authority must use all reasonable endeavours to recover any such sums due from such third party.

2.39  Clause 1.6.4 provides a reciprocal indemnity to those at Clauses 1.6.1 and 1.6.2 in favour of the Authority and any future contractor or service provider. In addition paragraph (c) requires the Contractor or relevant Sub-Contractor to indemnify the Authority or any future contractor or service provider for any direct losses arising from a claim by a trade union or employee representative (whether or not recognised) arising from a failure by the Contractor and/or Sub-Contractor to comply with their legal obligations whether prior to or after the transfer date. This clause is designed to catch any failure by the Contractor to comply with its duties to inform and consult employees both before and after the transfer.

2.40  Clause 1.6.5 contains a Contractor indemnity for all direct losses incurred by the Authority if an employee claims the Contractor/Sub-Contractor's identity is to that employee's detriment, a pending or actual significant change to the employee's working conditions or terms are to the material detriment of the employee or the Contractor/Sub-Contractor has made a mis-representation to the employee or its representatives before or after the transfer.