29.7  Termination / Expiry of Agreement

29.7.1  Where an Exit Event occurs, the Authority and the Contractor agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to any of the relevant Services but the position shall be determined in accordance with the Law at the date of expiry or termination (as the case may be) and this clause is without prejudice to such determination.  Where there is a relevant transfer pursuant to TUPE arising in connection with an Exit Event (the date of such relevant transfer being termed the Return Date), the provisions of this clauses 29.7.2, 29.7.3, and 29.7.4 (Termination / Expiry of Agreement) will apply.

29.7.2  The Contractor:

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

(b)  shall be responsible for the apportioned cost of any obligations (whether statutory, regulatory, contractual or otherwise) relating to, payable or accruing in respect of, the Returning Employees up to the Return Date (including without limitation, wages, bonuses, commission, pension, holiday pay, costs, expenses, payments of PAYE, tax, social security and national insurance contributions) irrespective of whether they are payable before on or after the Return Date, and the Contractor shall (i) reimburse in full the Authority (or, at the Authority's request, any Future Service Provider) within ten (10) Business Days of a request by the Authority for the sum of any such payment made in respect of any Returning Employee in relation to any such obligations / entitlements, and (ii) indemnify the Authority and any Future Service Provider in respect of any Direct Losses incurred in connection with non-payment (or delayed payment) by the Contractor.

29.7.3  Without prejudice to clause 29.7.2 (Termination / Expiry of Agreement), the Contractor shall:

(a)  remain (and shall procure that any relevant sub-contractors shall remain) responsible for all the Contractor's or sub-contractor's employees (other than the Returning Employees) on or after the time of expiry or termination of this Agreement and 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 Contractor's or sub-contractor's employees who do not constitute the Returning Employees (save that there is not intended to be any double recovery under this clause 29.7.3(a) (Termination / Expiry of Agreement) and clauses 29.5.1(a) or 29.5.1(b) (Contractor Indemnities));

(b)  in respect of those employees who constitute Returning Employees, 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 Contractor or any sub-contractor to comply with its or their obligations under Regulation 13 and 14 of TUPE and any award of compensation under Regulation 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); and

(c)  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 arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Contractor or sub-contractor to any Assigned Employees or Returning Employees or their representatives whether before on or after the Return Date and whether liability for any such claim arises before on or after the Return Date.

29.7.4  The Authority shall:

(a)  (and shall use reasonable endeavours to procure that any Future Service Provider shall) comply with its obligations under Regulation 13 of TUPE;

(b)  shall indemnify the Contractor (for itself and for the benefit of each relevant Sub-Contractor) in respect of those employees who constitute Returning Employees against all Direct Losses incurred by the Contractor or any relevant Sub-Contractor as a result of:

(i)  any failure by the Authority to comply with its obligations under Regulation 13 of TUPE (save to the extent that any such failure arises as a result of any act or omission of the Contractor or any relevant sub-contractor); and

(ii)  any failure by any Future Service Provider to comply with its obligations under Regulation 13 of TUPE (save to the extent that any such failure arises as a result of any act or omission of the Contractor or any relevant sub-contractor), to the extent only that the Authority recovers any sum in respect of the subject matter of this indemnity from such Future Service Provider under any indemnity or other legal entitlement it has against such Future Service Provider.  The Authority will use reasonable endeavours to recover any such sums under any such entitlement as in mentioned in this clause.