29.8  Offer of Employment on Exit

29.8.1  If TUPE does not apply in respect of an Exit Event:

(a)  the Authority shall (and shall use reasonable endeavours to procure that each Future Service Provider shall) offer employment to the persons employed by the Contractor or a sub-contractor in the provision of the Services immediately before the Return Date;28

(b)  if an offer of employment is made in accordance with clause 29.8.1 (Offer of Employment on Exit), the employment shall be on the same terms and conditions (except for entitlement to membership of an occupational pension scheme, which shall be dealt with in accordance with clause 30 (Pensions)) as applied immediately before the Return Date including full continuity of employment, except that the Authority or Future Service Provider may at its absolute discretion not offer such terms and conditions if there has been any change to the terms and conditions of the persons concerned in breach of clause 29.6.3 (Retendering);

(c)  where any such offer as referred to in clause 29.8.1 (Offer of Employment on Exit), is accepted, the Contractor shall indemnify and keep indemnified in full the Authority and any Future Service Provider on the same terms and conditions as those set out in clauses 29.5 (Contractor Indemnities) and 29.7.3 (Termination / Expiry of Agreement) of this Agreement as if there had been a relevant transfer under TUPE in respect of each and every employee who has accepted any such offer and for the purposes of this clause 29 (Employment Matters) each and every such employee shall be treated as if they were a Returning Employee;

1.8.2  For the avoidance of doubt, where any such offer as referred to in clause 29.8.1 (Offer of Employment on Exit), is not accepted and TUPE does not apply, the employee shall remain an employee of the Contractor or sub-contractor as appropriate.

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28  Authorities should ensure that this obligation is passed on to the new service provider by way of contract.