32.5  Transfer of Employment on expiry/termination

For the purposes of this clause 32.5 Returning Employees shall mean those employees wholly or mainly engaged in the provision of the Services as the case may be as immediately before the Expiry Date or Termination Date whose employment transfers to the Authority or a Future Service Provider pursuant to TUPE.  Upon expiry or termination of this Agreement for whatever reason (such date being termed the Return Date), the provisions of this clause 32.5 shall apply:

(a)  the Service Provider shall or shall procure that all wages, salaries and other benefits of the Returning Employee and other employees or former employees of the Service Provider or the relevant sub-contractors (who had been engaged in the provision of the Services) and all PAYE tax deductions, pensions 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 the relevant sub-contractors up to the Return Date are satisfied;

(b)  without prejudice to clause 32.5(a) the Service Provider shall:

(i)  remain (and procure that relevant sub-contractors shall remain) (as relevant) responsible for all the Service Provider's or relevant sub-contractor's employees (other than the Returning Employees) on or after the Expiry Date or Termination Date and shall indemnify the Authority and any Future Service Provider against all Direct 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 the relevant sub-contractor's employees who do not constitute the Returning Employees;

(ii)  in respect of those employees who constitute Returning Employees the Service Provider shall indemnify the Authority and any Future Service Provider against all Direct 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 the relevant sub-contractor to comply with its or their obligations under Regulations 13 and 14 of TUPE and any award of compensation under Regulations 15 of TUPE and/or Article 6 of the Directive 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;

(c)  the Authority shall be entitled to assign the benefit of the indemnity in this clause 32.5 to any Future Service Provider.