29.1 Relevant Transfers

The Authority and the Contractor agree that the following events:

(b) where the identity of a provider (including the Authority) of any service which constitutes or which will constitute one of the Services is changed whether in anticipation of changes pursuant to this Agreement or not,

shall constitute a Relevant Transfer and that the contracts of employment of any Relevant Employees shall have effect (subject to Regulation 4(7) of TUPE) thereafter as if originally made between those employees and the new provider except insofar as such contracts relate to those parts of an occupational pension scheme relating to the old age, invalidity or survivors' benefits. On the occasion of a Relevant Transfer (save on expiry or termination of this Agreement) the Contractor shall procure that the former and the new sub-contractor shall both comply with their obligations under TUPE.

comply with its obligations under TUPE in respect of each Relevant Transfer pursuant to this Agreement and the Contractor shall comply and shall procure that each sub-contractor125 shall comply with its obligations (including without limitation the obligation under Regulation 13(4) of TUPE) in respect of each Relevant Transfer pursuant to this Agreement and each of the Authority and the Contractor shall indemnify the other against any Direct Losses sustained as a result of any breach of this clause 29.1 (Relevant Transfers) by the party in default save that there shall be no obligation on the Authority to indemnify the Contractor for any breach by the Authority of its obligations under Regulation 13 of TUPE, or any award of compensation under Regulation 15 where such failure arises from the failure of the Contractor or any sub-contractor of the Contractor to comply with its or their duties under Regulation 13 of TUPE. [The provisions of these clauses 29.1 (Relevant Transfers) and 29.2 (Offer of Employment) shall not apply to the market testing exercise which shall be governed by clause 27 (Market Testing)126]

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124 The provisions will need to be amended if Initial Services are being provided.

125 Note that the definition of "Sub-Contractor" includes the Building Contractor. A specific definition of "sub-contractor" will be required for this clause 29 (TUPE and Employees).

126 The inclusion of this wording should be considered on a project specific basis. The wording is usually included where the benchmarking and/or market testing procedures include provisions on the assumptions to be made about TUPE transfers as part of the benchmarking and/or market testing procedure.