29.5  Contractor Indemnities

29.5.1  The Contractor shall indemnify and keep indemnified in full the Authority and each and every service provider who shall provide any service equivalent to any of the Services after expiry or earlier termination of this Agreement where an Exit Event occurs (Future Service Provider)26 against:

(a)  claims in respect of all emoluments and all other contractual or statutory payments unpaid by the Contractor or any sub-contractor to any person entitled to such payments from the Contractor or any sub-contractor who is or has been employed or engaged by the Contractor or any sub-contractor in connection with the provision of any of the Services which relate to any period of employment or engagement with the Contractor or any sub-contractor on or after the Relevant Service Transfer Date, but prior to the date of expiry or termination of this Agreement where an Exit Event occurs, and all income tax and pension and national insurance contributions payable thereon; and

(b)  (insofar as clause 29.5.1(a) does not apply) 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 or on behalf of any person who is or has been employed or engaged by the Contractor or any sub-contractor in connection with the provision of any of the Services where such claim arises as a result of any act, fault or omission of the Contractor and/or any sub-contractor; and

(c)  (save that there is not intended to be any double recovery under this clause 29.5.1(c) and the other provisions of clause 29.5) all Direct Losses arising from a breach by the Contractor or any sub-contractor of its obligations under clause 29.4 (Compliance with Legislation & Equality Requirements); and

save that the indemnities in this clause 29.5.1 (Contractor Indemnities) shall not apply to the extent that the claim arises from a wrongful act or omission of the Authority.

29.5.2  The Contractor shall indemnify and keep indemnified in full the Authority and each and every Future Service Provider against:

(a)  in respect of any Transferring Employees, all Direct Losses incurred in connection with or as a result of:

(i)  any proposed or actual change by the Contractor or any sub-contractor to any Transferring Employee's working conditions, terms or conditions or any proposed measures of the Contractor or the relevant sub-contractor which are to the material detriment of any Transferring Employee whether such claim arises before or after the Relevant Service Transfer Date; and

(ii)  any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Contractor or sub-contractor to the Transferring Employees or their representatives whether before on or after the Relevant Service Transfer Date and whether liability for any such claim arises before on or after the Relevant Service Transfer Date.

(b)  all Direct Losses incurred in relation to any liability to any person who is or has been employed or engaged by the Contractor or any sub-contractor in connection with the provision of any of the Services arising from any claim or demand under any Equal Pay Legislation.

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26  The Third Party Rights clause will need to be amended in this regard to enable the Future Service Provider to enforce such indemnities directly.