Common use of Arrangements on Termination Clause in Contracts

Arrangements on Termination. The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such person.

Arrangements on Termination. 27.1 The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. . 27.2 After termination or expiry of the Contract all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered promptly by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services Services, does not contain any Authority Confidential Information or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading up to the termination of the Contract. This co-operation shall extend to granting full access access, subject to Clause 34 (Confidentiality) to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. . 27.3 The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Authority. 27.4 Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such person.

Arrangements on Termination. The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two yearsyears in circumstances where the Employment Act 2002 (Dispute Resolution) Regulations 2004 apply; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such person.

Arrangements on Termination. 17.1 The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. . 17.2 After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) Service Objectives and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services Service Objectives or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. . 17.3 The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services Service Objectives as provided for under Clause 27.2 17.2 for the period of 12 six (6) years after the date of the termination of the Contract allowing the Authority any such access as it may require during this period, at the Contractor’s cost, and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, Authority 17.4 Where any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract records could be relevant to a claim for personal injury such records shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment kept secure and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in maintained for a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7twenty one (21) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services years from the date of expiry or earlier termination for a period of up to 12 months thereafter. this Contract. 17.5 The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting return the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available Unallocated Funding to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment Authority pursuant to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such personSchedule 2.

Arrangements on Termination. 27.1 The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. . 27.2 After termination or expiry of the Contract all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered promptly by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services Services, does not contain any Authority Confidential Information or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading up to the termination of the Contract. This co-operation shall extend to granting full access access, subject to Clause 34 (Confidentiality) to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. . 27.3 The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 5 years after the date of the termination of the Contract and thereafter shall not be able to destroy them but or deliver them to the Authority or, as the case may be, any Beneficiary. Authority. 27.4 Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE . 27.5 This clause 27 is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such personclause 30.7.

Arrangements on Termination. The Authority Trust and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary Trust shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary Trust provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary Trust during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 5 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any BeneficiaryTrust. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary Trust regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Re-Tendering and Handover Within 21 days of being so requested by the AuthorityTrust, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information which the Trust reasonably considers necessary to enable the Authority it to issue invitations to offer for the future provision of the Services, including but not limited Services or otherwise provide for the transfer of the right to all employee liability information identified in Regulation 11 of TUPEprovide the Services to a new service Contractor. Where, in the opinion of the AuthorityTrust, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, full, accurate and up-to-date information relating to the employees who would be transferred under the same terms of employment under those RegulationsTUPE, including in particular (but not limited to): the number of employees who would be transferred, including but with no obligation on the Contractor to specify their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council and/or Agenda for Change provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, arrangements and additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information details of any disciplinary existing or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except potential liabilities to such persons within their organisation and employees or to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority third parties arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault act or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such personemployees.

Arrangements on Termination. The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to 62.1 Upon the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authoritywhatsoever reason, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable cooperate with the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 6 months thereafterfrom the date of termination, such period to be determined solely by the Authority, to ensure an orderly and efficient transition from the management of the Secure Training Centre by the Contractor to the management of the Secure Training Centre by the Authority or some other person. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so use its reasonable endeavours to do) in conducting the recruitment for ensure that any post which may come Sub-contractor engaged to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) perform obligations of the Rehabilitation Contract complies with this Clause. The Authority shall reimburse to the Contractor and the Sub-contractors all reasonable costs and expenses incurred in satisfying the provisions of Offenders Act 1974 by virtue this Clause, such amount of reimbursement being subject to reduction in respect of any amounts outstanding from the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) Contractor or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available Sub-contractor to the Authority; . 62.2 It is the intention of the Authority (but without assuming any obligation to do so) on or prior to the expiration of the Contract Term to invite bids for a contract with the Authority to operate and maintain the Secure Training Centre with effect from or as soon as practicable following the expiration or earlier termination of the Contract on terms similar to the Contract or on such other terms as the Authority may at the time in its sole opinion consider appropriate. Without prejudice to the generality of Clauses 62.1 and 70.9, the Contractor agrees that if such invitation shall take place the provisions of Clause 62.1 shall apply in relation to such invitation and without limitation the Contractor shall comply with all reasonable requests of the Authority made at any time prior to or after such expiration or earlier termination in order to assist such invitation but nothing in this Clause 62.2 shall require the Contractor to do anything later than 12 months after the expiration of the Contract Term. 62.3 In the event of termination of the Expansion Works and/or the Contract for whatever reason the Contractor hereby acknowledges that the Authority and/or any replacement contractor may enter upon the Expansion Works Site or the Site and use any temporary buildings, plant, tools and equipment and may purchase goods and materials belonging to the Contractor for the completion of the Expansion Works and/or the Services (as the case of any such applicant who may reasonably be expected be). If the Authority so requires the Contractor in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 abovewriting, the Contractor shall remove from the Expansion Works Site or the Site such temporary buildings, plant, tools and equipment, goods and materials and shall procure, where such items do not employ belong to it, that they are removed by their owner. If within a reasonable time after such applicant. The Contractor shall at all times keep the Authority informed of any employee of requirement has been made, the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or has not complied therewith in respect of whom temporary buildings, plant, tools and equipment, goods and materials belonging to it, then the Authority may (but without being responsible for any previous Convictions become known loss or damage remove and sell any such property of the Contractor, holding the proceeds less all costs incurred to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability credit of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such person.

Arrangements on Termination. The Authority and the Contractor agree that termination or expiry of the Contract shall not affect either Party's obligations which the Contract provides shall survive the expiration or termination of the Contract. After termination or expiry all data, documents and records (whether stored electronically or otherwise) relating in whole or in part to the Services (including any Deliverables which remain to be completed as at the date of termination or expiry) and all other items provided on loan or otherwise to the Contractor by the Authority or, as the case may be, any Beneficiary shall be delivered by the Contractor to the Authority or, as the case may be, any Beneficiary provided that the Contractor shall be entitled to keep copies thereof to the extent that the information contained therein does not relate solely to the Services or to the extent that the Contractor is required by law to maintain copies thereof or to the extent that the Contractor was possessed of such data documents and records prior to the date of the Contract. In addition, the Contractor shall co-operate fully with the Authority or, as the case may be, any Beneficiary during the handover leading to the termination of the Contract. This co-operation shall extend to full access to all documents, reports, summaries and any other information required to achieve an effective transition without disruption to routine operational requirements. The Contractor shall retain all papers, files, records and vouchers relating to the provision of the Services as provided for under Clause 27.2 for the period of 12 years after the date of the termination of the Contract and thereafter shall not destroy them but deliver them to the Authority or, as the case may be, any Beneficiary. Upon termination of the Contract under Clause 26.1, all equipment and materials provided and/or assembled by (or which are in the process of being provided or assembled by) the Contractor or materials and parts of Sites or Locations which are being altered or modified by the Contractor, in accordance with the Contract shall be transferred into the ownership of the Authority or any Beneficiary regardless of whether the assembly of such equipment and materials or the alteration or modification of such Sites or Locations has been completed. Within 21 days of being so requested by the Authority, the Contractor shall provide and thereafter keep updated, in a fully indexed and catalogued format, all the information necessary to enable the Authority to issue invitations to offer for the future provision of the Services, including but not limited to all employee liability information identified in Regulation 11 of TUPE. Where, in the opinion of the Authority, TUPE is likely to apply on the termination or expiration of the Contract, the information to be provided by the Contractor under 28.1 shall include, as applicable, accurate information relating to the employees who would be transferred under the same terms of employment under those Regulations, including in particular (but not limited to): the number of employees who would be transferred, including their names; in respect of each of those employees, their dates of birth, sex, salary, length of service, hours of work and rates, and any other factors affecting redundancy entitlement, any specific terms applicable to those employees individually and any outstanding claims arising from their employment; the general terms and conditions applicable to those employees, including Xxxxxxx Council provisions, probationary periods, retirement age, periods of notice, current pay agreements and structures, special pay allowances, working hours, entitlement to annual leave, sick leave, maternity and special leave, injury benefit, redundancy rights, terms of mobility, any loan or leasing agreements, and any other relevant collective agreements, facility time arrangements, additional employment benefits and any other particulars of employment that an employer is obliged to give to an employee pursuant to Section 1 of the Employment Rights Act 1996; information of any disciplinary or grievance procedure taken against or by an employee within the previous two years; information of any court or tribunal case, claim or action brought by an employee against the Contractor within the previous two years and any information that the Contractor has reasonable grounds to believe that an employee may bring any court or tribunal case, claim or action against the Authority or Replacement Contractor arising out of the employee’s employment with the Contractor. The Authority shall take all necessary precautions to ensure that the information referred to in Clause 28.1 is given only to Replacement Contractors who have qualified to offer for the future provision of services. The Authority shall require that such Replacement Contractors shall treat that information in confidence, that they shall not communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to offer issued by the Authority and that they shall not use it for any other purpose. Subject to Clause 19, the Contractor shall indemnify the Authority against any claim made against the Authority at any time by any person in respect of any liability incurred by the Authority arising from any deficiency or inaccuracy in information, which the Contractor is required to provide under Clause 28.2. The Contractor shall allow access to the Sites, in the presence of a representative of the Authority, to any person representing any Replacement Contractor whom the Authority has selected to offer for the future provision of services. For the purpose of such access, where the site is on the Contractor’s premises, the Authority shall give the Contractor seven days’ notice of a proposed visit together with a list showing the names of all persons who will be attending those premises. All persons who attend the Contractor’s premises for the purposes of Clause 28.5 shall comply with the Contractor’s security procedures, subject to such compliance not being in conflict with the objective of the visit. The Contractor shall co-operate fully with the Authority during the handover arising from the completion or earlier termination of the Contract. This co-operation, during the setting up operations period of the Replacement Contractor, shall extend to allowing full access to, and providing copies of all documents, reports, summaries and other information necessary in order to achieve an effective transition without disruption to the routine operational requirements. Within ten working days of being so requested by the Authority, the Contractor shall transfer to the Authority, or any person designated by the Authority, free of charge, all computerised filing, recordings, documentation, planning and drawings held on software and utilised in the provision of the services. The transfer shall be made in a fully indexed and catalogued disk format to operate on a proprietary software package identical to that used by the Authority. The Parties hereby acknowledge that, subject to the right of employees under Regulation 4(7) of TUPE, TUPE will operate to transfer each of the Employees to the Contractor on the Commencement Date which shall be the “time of transfer” under TUPE. If in relation to any or all of the Employees the transfer of their employment occurs on any date before the Commencement Date, the provisions of Clause 29.1 and this Clause generally will apply to those Employees as if references to the Commencement Date were references to that date. If it is determined by a Tribunal or other court of competent jurisdiction or as a result of a change of law that TUPE does not apply at or immediately before the Commencement Date the Contractor shall ensure that it is able to and does use all or any of those who would have been Employees had TUPE applied to the provision of the Services by the Contractor from the Commencement Date on the terms set out in this Clause. Where Clause 29.3 applies the relevant Parties shall co-operate generally with a view to securing in a timely and economical manner that, where possible, the employees shall come to be employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from any claim or proceedings by any trade union, elected employee representative, staff association, or Employee made against the Authority in respect of any or all of the Employees or any other employee of the Contractor and which arises from or is connected with any failure by the Contractor to comply with its legal obligations in relation thereto whether under Section 188 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Regulations 11, 13 and/or 14 of TUPE. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred by the Authority connected with or arising from the contract of employment or any policy applicable to, or any collective agreement in respect of any Employee or of any other person at any time employed by (or engaged as a consultant by) the Contractor made against the Authority at any time for breach of such contract, policy or any such collective agreement, including but not limited to any claims relating to pay, unfair dismissal, statutory or contractual redundancy pay, discrimination on grounds of sex, race, disability, religion or belief, sexual orientation, or age, equal pay, unlawful deductions, loss of earnings, industrial or personal injury or otherwise relating to their employment by the Authority and which results from any act, fault or omission of the Contractor while such Employees were or such other person was employed by the Contractor. Subject to Clause 19, the Contractor shall indemnify and keep indemnified the Authority against any Loss incurred from any change or proposed change to the terms and conditions of employment of any Employees where such change is or is proposed to be effected following the transfer of any such person pursuant to the Contract and in respect of any Loss incurred by the Authority arising from the employment or proposed employment of any such Employee otherwise than on terms the same as those enjoyed by any such person immediately prior to such transfer. Upon the day which is six months before the Termination Date or as soon as the Contractor is aware of the proposed termination of the Contract or the provision by it of the Services the Contractor shall upon the request of the Authority and to the extent permitted by law, supply to the Authority all information required by the Authority as to the terms and conditions of employment and employment history of any employees (including all employee liability information identified in Regulation 11 of TUPE) then assigned by the Contractor to the provision of the Services and shall warrant the accuracy of such information. Except with the prior written consent of the Authority, the Contractor shall not vary any terms and conditions of employment of any employee or any policy or collective agreement applicable to any employee then assigned by the Contractor to the provisions of the Services (provided always that this provision shall not affect the right of the Contractor to give effect to any pre-existing contractual obligation to any such employee) nor remove or replace any particular employee so assigned (unless requested by such employee or upon the resignation of such employee in which case the Contractor shall replace such person with another person of similar skills, qualifications and experience) after the Authority has served notice of the termination of the Contract or after the Contractor shall have otherwise become aware of the proposed termination of the Contract or the provision by it of the Services. On the termination of the Contract, where there is no transfer pursuant to TUPE such that employees assigned by the Contractor to the provision of the Services do not transfer to a Replacement Contractor, the Contractor shall use reasonable endeavours to procure that the Relevant NHS body or Replacement Contractor as the case may be may use any such employees in the provision of services equivalent to the Services from the date of expiry or termination for a period of up to 12 months thereafter. The Contractor shall (save where it would be a criminal offence or otherwise unlawful so to do) in conducting the recruitment for any post which may come to be filled by a new appointee: question any such person concerning their previous convictions and/or cautions, pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by Section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order) (“Convictions”); and require all applicants for employment in such a post to complete an application form in which they are required to disclose all such Convictions and to consent to such details being made available to the Authority; and in the case of any such applicant who may reasonably be expected in the course of their employment to have substantial access to children are required to complete a police check form; and in the event that such applicant who discloses any Convictions or who is found to have any Convictions following completion of a police check or who declines or refuses to complete the application form referred to in Clause 29.11.2 above, the Contractor shall not employ such applicant. The Contractor shall at all times keep the Authority informed of any employee of the Contractor performing any of the Services who subsequent to his or her commencement of employment with the Contractor receives a Conviction or in respect of whom any previous Convictions become known to the Contractor and if the Authority, acting reasonably, considers that the Conviction has a material bearing upon the suitability of the individual concerned to be engaged in the provision of the Services, such person shall only continue to have access to the persons receiving health services and/or have substantial access to children with the Authority’s prior written consent. The Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of any claim by any person in respect of whom the Authority denies consent to continue to provide Services as a result of such person disclosing or receiving a Conviction. The Contractor shall procure that all persons appointed by the Contractor to provide any of the Services shall undergo pre-employment health screening to establish in each case whether such person is medically fit for his or her proposed tasks in the provision of any of the Services, such medical screening to be undertaken at the Contractor’s cost. Records of all pre-employment health screenings shall be held by the Contractor and produced for inspection upon request by the Authority and the Contractor shall procure that the individual member of staff concerned has given his or her written consent to such inspection. The Contractor shall ensure that all persons appointed to provide any of the Services are medically fit for his or her proposed tasks in the provision of the Services and the Contractor shall indemnify and keep indemnified the Authority against any Loss arising out of a claim or proceedings by any such person.. Code of Practice on Workforce Matters – Please note this clause is no longer applicable All clauses have been removed