Common use of Guidance Notes Clause in Contracts

Guidance Notes. This clause is an optional clause where Key Individuals can be identified before contract award. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Service Provider must not employ or offer employment to any of the Purchaser’s employees who have been associated with this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree that the commencement of the provision of the Services by the Service Provider does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Incoming Employees. The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies the Purchaser and the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser and the transferor may incur in respect of the emoluments and outgoings referred to in clause 30.2. The Service Provider indemnities the Purchaser and the Transferor for any failure by the Service Provider to comply with its obligations under TUPE. Guidance notes: Please include optional first option clause 30.1 and delete second option if it is clear that there will be no TUPE transfer of staff from the Purchaser or from a previous service provider on commencement of the provision of the Services. Seek Employment advice if there is any doubt as to the position. “Incoming Employees” who become Service Provider employees are likely to be the employees of a previous service provider who is ceasing to carry out work for the Purchaser. The old service provider enjoys rights under this clause, but their obligations (if any) will be determined by the older contract that they are party to. Where two contracts based on this model contract follow each other, the obligations of the two service providers join up. If there is any prospect that the “Incoming Employees” are Purchaser employees (i.e. that Purchaser employees might transfer to the private sector) then Employment advice and assistance must be sought. Information about Service Provider Employees The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to any person wholly or mainly engaged or employed by the Service Provider or any other party in carrying out activities under or connected with this Contract. The Service Provider must disclose by notice all such information as is required by the Purchaser under clause 31.1, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Laws do not prevent the disclosure of anonymised data that is not Personal Data. The Service Provider consents to the disclosure by the Purchaser of all information provided by the Service Provider under this clause to other service providers that the Purchaser may invite to tender or appoint for services to be provided in substitution for the Services. Guidance notes: Irrespective of whether a TUPE transfer on expiry or termination is likely, it is desirable for the Purchaser to be able to pull together employee liability information for inclusion in future ITTs. To the extent that it is desirable to include a requirement that the Service Provider provides information about other matters, this can be included in the Management Arrangements. Staff transfer on expiry or termination The Parties agree that the ceasing of the provision of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Outgoing Employees. The Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any partial termination of this Contract; the date which is twenty four (24) months before the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and receipt of a written request of the Purchaser at any time (provided that the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, the Service Provider’s Provisional Personnel List, together with the Staffing Information in relation to the Service Provider’s Provisional Personnel List and it shall provide an updated Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. At least twenty eight (28) Working Days prior to the Relevant Transfer, the Service Provider shall provide to the Purchaser or at the direction of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: the Service Provider’s Final Personnel List (which shall be complete and accurate in all material respects); and the Staffing Information in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been provided). The Purchaser shall be permitted to use and disclose information provided by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. From the date of the earliest event referred to in clause 32.2, the Service Provider agrees that it shall not, and agrees to procure that any Sub-contractor shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Relevant Transfer who is not listed on the Service Provider’s Provisional Personnel List and shall not without the prior written approval of the Purchaser (not to be unreasonably withheld or delayed): replace or re-deploy any person listed on the Service Provider’s Provisional Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of any person on the Service Provider’s Provisional Personnel List (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any person on the Service Provider’s Provisional Personnel List save for fulfilling assignments and projects previously scheduled and agreed with the Purchaser; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any persons listed on the Service Provider’s Provisional Personnel List; increase or reduce the total number of persons so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Service Provider’s Provisional Personnel List save by due disciplinary process, and shall promptly notify, and procure that any Sub-contractor shall promptly notify the Purchaser or, at the direction of the Purchaser, any Replacement Service Provider of any notice to terminate the employment given or received by the Service Provider or relevant Sub-contractor from any persons listed on the Service Provider’s Provisional Personnel List regardless of when such notice takes effect. The Service Provider indemnifies the Purchaser and any Replacement Service Provider and/or Replacement Sub-contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Purchaser and/or any Replacement Service Provider and/or Replacement Sub-contractor may suffer as a result of or in connection with: the provision of information pursuant to clauses 31 and/or 32; any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Service Provider in respect of any Outgoing Employee on or before the date of the Relevant Transfer; any claim or demand by any person employed or formerly employed by the Service Provider other than an Outgoing Employee for which it is alleged the Purchaser or any Replacement Service Provider or Replacement Sub-contractor may be liable by virtue of this Contract and/or TUPE; any claim or demand arising from any act or omission of the Service Provider in relation to any other Service Provider’s personnel who is not an Outgoing Employee during any period whether before, on or after the Relevant Transfer; any failure by the Service Provider to comply with its obligations under regulations 11, 12, 13 or 14 of TUPE or any award of compensation under regulation 13 or 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Service Provider and/or Replacement Sub-contractor to comply with its obligations under regulation 13 of TUPE; and any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Service Provider to comply with any legal obligation to such trade union, body or person. The Service Provider is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses or commission which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). The Service Provider indemnifies the Purchaser and any Replacement Service Provider against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser and/or any Replacement Service Provider may incur in respect of the emoluments and outgoings referred to in clause 32.7.

Guidance Notes. This clause is an optional gives the Service Provider a licence to use the Purchaser Software, the Purchaser Background IPRs, the Purchaser Data and any specially created Intellectual Property Rights owned by the Purchaser in accordance with clause where Key Individuals can be identified before contract award36 (Specially Created Intellectual Property Rights). If deleting this clausethe Purchaser will not own any specially created Intellectual Property Rights in accordance with clause 36 (Specially Created Intellectual Property Rights), delete the Key Individuals Schedule and all fields highlighted text should be deleted. If there is a need to amend these terms or a need for more detailed IPR provisions e.g. where multiple different types of IPR or software are involved, appropriate legal advice should be taken. Claims relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Intellectual Property Rights The Service Provider must not employ infringe any Intellectual Property Rights of any third party in providing the Services or offer employment to any of the Purchaser’s employees who have been associated with otherwise performing its obligations under this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree must ensure that the commencement of the provision of the Services by and the Service Provider use or possession of the Deliverables does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Incoming Employeesinfringe such Intellectual Property Rights. The Service Provider is responsible for shall at all emoluments times, during and outgoings in respect of after the Incoming Employees (including all wagesTerm, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies written demand indemnify the Purchaser and the transferor against all actionseach other Indemnified Person, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which keep the Purchaser and the transferor may incur in respect of the emoluments and outgoings referred each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to in clause 30.2be paid by an Indemnified Person arising from an IPR Claim. The Service Provider indemnities the Purchaser and the Transferor for any failure by If an IPR Claim is made, or the Service Provider to comply with its obligations under TUPE. Guidance notes: Please include optional first option clause 30.1 and delete second option if it is clear anticipates that there will an IPR Claim might be no TUPE transfer of staff from the Purchaser or from a previous service provider on commencement of the provision of the Services. Seek Employment advice if there is any doubt as to the position. “Incoming Employees” who become Service Provider employees are likely to be the employees of a previous service provider who is ceasing to carry out work for the Purchaser. The old service provider enjoys rights under this clausemade, but their obligations (if any) will be determined by the older contract that they are party to. Where two contracts based on this model contract follow each other, the obligations of the two service providers join up. If there is any prospect that the “Incoming Employees” are Purchaser employees (i.e. that Purchaser employees might transfer to the private sector) then Employment advice and assistance must be sought. Information about Service Provider Employees The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to any person wholly or mainly engaged or employed by the Service Provider or any other party in carrying out activities under or connected with this Contract. The Service Provider must disclose by notice all such information as is required by the Purchaser under clause 31.1may, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Laws do not prevent the disclosure of anonymised data that is not Personal Data. The Service Provider consents to the disclosure by the Purchaser of all information provided by the Service Provider under this clause to other service providers that the Purchaser may invite to tender or appoint for services to be provided in substitution for the Services. Guidance notesat its own expense and sole option, either: Irrespective of whether a TUPE transfer on expiry or termination is likely, it is desirable procure for the Purchaser and/or other relevant Indemnified Person the right to be able continue using the relevant item which is subject to pull together employee liability information for inclusion in future ITTs. To the extent that it is desirable to include a requirement that IPR Claim; or replace or modify the Service Provider provides information about other matters, this can be included in relevant item with non-infringing substitutes provided that: the Management Arrangements. Staff transfer on expiry or termination The Parties agree that the ceasing performance and functionality of the provision replaced or modified item is at least equivalent to the performance and functionality of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Outgoing Employees. The Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any partial termination of this Contractoriginal item; the date which is twenty four (24) months before replaced or modified item does not have an adverse effect on any other services, the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and receipt of a written request of the Purchaser at any time (provided that the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, Purchaser’s System and/or the Service Provider’s Provisional Personnel ListSystem; there is no additional cost to the Purchaser and/or relevant Indemnified Person (as the case may be); and the terms and conditions of this Contract shall apply to the replaced or modified Services. If the Service Provider elects to procure a licence in accordance with clause 37.9.1 or to modify or replace an item pursuant to clause 37.9.2, together but this has not avoided or resolved the IPRs Claim, then: the Purchaser may terminate this Contract (if subsisting) with the Staffing Information in relation immediate effect by written notice to the Service Provider’s Provisional Personnel List ; and it shall provide an updated Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. At least twenty eight (28) Working Days prior without prejudice to the Relevant Transferindemnity set out in clause 37.8, the Service Provider shall provide be liable for all reasonable and unavoidable costs of the substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items. Guidance notes: The Purchaser should have comfort that no third party IPRs are infringed in the Services and Deliverables provided by the Service Provider. This clause seeks to ensure that. Escrow As soon as reasonably practicable following the Commencement Date, the Service Provider shall enter into a standard form Escrow Agreement with a reputable Escrow Agent satisfactory to the Purchaser or at the direction of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: the Service Provider’s Final Personnel List (which shall be complete and accurate in all material respects); and the Staffing Information in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been provided). The Purchaser shall be permitted to use and disclose information provided software and/or documentation agreed by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. From the date of the earliest event referred to in clause 32.2, the Service Provider agrees Parties that it shall not, and agrees to procure that any Sub-contractor shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Relevant Transfer who is not listed on the Service Provider’s Provisional Personnel List and shall not without the prior written approval of the Purchaser (not to be unreasonably withheld or delayed): replace or re-deploy any person listed on deposited in escrow (the Service Provider’s Provisional Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of any person on the Service Provider’s Provisional Personnel List (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any person on the Service Provider’s Provisional Personnel List save for fulfilling assignments and projects previously scheduled and agreed with the Purchaser; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any persons listed on the Service Provider’s Provisional Personnel List; increase or reduce the total number of persons so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Service Provider’s Provisional Personnel List save by due disciplinary process, and shall promptly notify, and procure that any Sub-contractor shall promptly notify the Purchaser or, at the direction of the Purchaser, any Replacement Service Provider of any notice to terminate the employment given or received by the Service Provider or relevant Sub-contractor from any persons listed on the Service Provider’s Provisional Personnel List regardless of when such notice takes effect. The Service Provider indemnifies the Purchaser and any Replacement Service Provider and/or Replacement Sub-contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Purchaser and/or any Replacement Service Provider and/or Replacement Sub-contractor may suffer as a result of or in connection with: the provision of information pursuant to clauses 31 and/or 32; any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Service Provider in respect of any Outgoing Employee on or before the date of the Relevant Transfer; any claim or demand by any person employed or formerly employed by the Service Provider other than an Outgoing Employee for which it is alleged the Purchaser or any Replacement Service Provider or Replacement Sub-contractor may be liable by virtue of this Contract and/or TUPE; any claim or demand arising from any act or omission of the Service Provider in relation to any other Service Provider’s personnel who is not an Outgoing Employee during any period whether before, on or after the Relevant Transfer; any failure by the Service Provider to comply with its obligations under regulations 11, 12, 13 or 14 of TUPE or any award of compensation under regulation 13 or 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Service Provider and/or Replacement Sub-contractor to comply with its obligations under regulation 13 of TUPE; and any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Service Provider to comply with any legal obligation to such trade union, body or person. The Service Provider is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses or commission which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer“Escrowed Material”). The Service Provider indemnifies shall deposit the Escrowed Material with the Escrow Agent on the basis of the terms agreed in the Escrow Agreement within ten (10) days of the date of the Escrow Agreement being signed. The Service Provider shall pay the initial storage fees, the annual fees and update fees under the Escrow Agreement and the Purchaser and any Replacement Service Provider against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which shall pay the Purchaser and/or any Replacement Service Provider may incur in respect of the emoluments and outgoings referred to in clause 32.7release fee.

Guidance Notes. This clause is an optional clause where Key Individuals can be identified before contract award. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Service Provider must not employ or offer employment to any of the Purchaser’s employees who have been associated with this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree that the commencement of the provision of the Services by the Service Provider does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute constitutes a Relevant Transfer in respect of the Incoming Employees. The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including all wages, holiday pay, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses bonuses, commission or commission holiday pay which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies the Purchaser and the transferor Transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and any other liabilities which the Purchaser and the transferor Transferor may incur in respect of the emoluments and outgoings referred to in clause 30.2. The Service Provider indemnities indemnifies the Purchaser and the Transferor for any failure by the Service Provider to comply with its obligations under TUPE. Guidance notes: Please include optional first option clause 30.1 and delete second option if it is clear that there will be no TUPE transfer of staff from the Purchaser or from a previous service provider on commencement of the provision of the Services. Seek Employment advice if there is any doubt as to the position. “Incoming Employees” who become Service Provider employees are likely to be the employees (note the wider definition of employee under TUPE) of a previous service provider who is ceasing to carry out work for the Purchaser. The old service provider enjoys rights under this clause, but their obligations (if any) will be determined by the older contract that they are party to. Where two contracts based on this model contract follow each other, the obligations of the two service providers join up. If there is any prospect that the “Incoming Employees” are Purchaser employees (i.e. that Purchaser employees might transfer to the private sector) then Employment advice and assistance must be sought. Information about Service Provider Employees The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to any person wholly or mainly engaged or employed by the Service Provider or any other party in carrying out activities under or connected with this Contract. The Service Provider must disclose by notice all such information as is required by the Purchaser under clause 31.1, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Laws do not prevent the disclosure of anonymised data that is not Personal Data. The Service Provider consents to the disclosure by the Purchaser of all information provided by the Service Provider under this clause to other service providers that the Purchaser may invite to tender or appoint for services to be provided in substitution for the Services. Guidance notes: Irrespective of whether a TUPE transfer on expiry or termination is likely, it is desirable for the Purchaser to be able to pull together employee liability information for inclusion in future ITTs. To the extent that it is desirable to include a requirement that the Service Provider provides information about other matters, this can be included in the Management Arrangements. Staff transfer on expiry or termination The Parties agree that the ceasing of the provision of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute constitutes a Relevant Transfer in respect of the Outgoing Employees. The Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any partial termination of this Contract; the date which is twenty four (24) months before the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and receipt of a written request of the Purchaser at any time (provided that the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, the Service Provider’s Provisional Personnel List, together with the Staffing Information in relation to the Service Provider’s Provisional Personnel List and it shall provide an updated Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. At least twenty eight (28) Working Days prior to the Relevant Transfer, the Service Provider shall provide to the Purchaser or at the direction of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: the Service Provider’s Final Personnel List (which shall be complete and accurate in all material respects); and the Staffing Information in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been providedprovided or requires to be updated). The Purchaser shall be permitted to use and disclose information provided by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. From the date of the earliest event referred to in clause 32.2, the Service Provider agrees that it shall not, and agrees to procure that any Sub-contractor shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Relevant Transfer who is not listed on the Service Provider’s Provisional Personnel List and shall not without the prior written approval of the Purchaser (not to be unreasonably withheld or delayed): replace or re-deploy any person listed on the Service Provider’s Provisional Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of any person on the Service Provider’s Provisional Personnel List (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any person on the Service Provider’s Provisional Personnel List save for fulfilling assignments and projects previously scheduled and agreed with the Purchaser; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any persons listed on the Service Provider’s Provisional Personnel List; increase or reduce the total number of persons so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Service Provider’s Provisional Personnel List save by due disciplinary process, and shall promptly notify, and procure that any Sub-contractor shall promptly notify the Purchaser or, at the direction of the Purchaser, any Replacement Service Provider of any notice to terminate the employment given or received by the Service Provider or relevant Sub-contractor from any persons listed on the Service Provider’s Provisional Personnel List regardless of when such notice takes effect. The Service Provider indemnifies the Purchaser and any Replacement Service Provider and/or Replacement Sub-contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and other liabilities which the Purchaser and/or any Replacement Service Provider and/or Replacement Sub-contractor may suffer as a result of or in connection with: the provision of information pursuant to clauses 31 and/or 32; any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Service Provider in respect of any Outgoing Employee on or before the date of the Relevant Transfer; any claim or demand by any person employed or formerly employed by the Service Provider other than an Outgoing Employee for which it is alleged the Purchaser or any Replacement Service Provider or Replacement Sub-contractor may be liable by virtue of this Contract and/or TUPE; any claim or demand arising from any act or omission of the Service Provider in relation to any other Service Provider’s personnel who is not an Outgoing Employee during any period whether before, on or after the Relevant Transfer; any failure by the Service Provider to comply with its obligations under regulations 11, 12, 13 or 14 of TUPE or any award of compensation under regulation 13 or 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Service Provider and/or Replacement Sub-contractor to comply with its obligations under regulation 13 of TUPE; and any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Service Provider to comply with any legal obligation to such trade union, body or person. The Service Provider is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including all wages, holiday pay, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses ,commission or commission holiday pay) which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). The Service Provider indemnifies the Purchaser and any Replacement Service Provider against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and any other liabilities which the Purchaser and/or any Replacement Service Provider may incur in respect of the emoluments and outgoings referred to in clause 32.7.

Guidance Notes. This clause is an optional clause where Key Individuals can be identified before contract award. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Service Provider must not employ or offer employment to any of the Purchaser’s employees who have been associated with this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree that the commencement of the provision of the Services by the Service Provider does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute constitutes a Relevant Transfer in respect of the Incoming Employees. The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including all wages, holiday pay, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses bonuses, commission or commission holiday pay which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies the Purchaser and the transferor Transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and any other liabilities which the Purchaser and the transferor Transferor may incur in respect of the emoluments and outgoings referred to in clause 30.2. The Service Provider indemnities indemnifies the Purchaser and the Transferor for any failure by the Service Provider to comply with its obligations under TUPE. Guidance notes: Please include optional first option clause 30.1 and delete second option if it is clear that there will be no TUPE transfer of staff from the Purchaser or from a previous service provider on commencement of the provision of the Services. Seek Employment advice if there is any doubt as to the position. “Incoming Employees” who become Service Provider employees are likely to be the employees (note the wider definition of employee under TUPE) of a previous service provider who is ceasing to carry out work for the Purchaser. The old service provider enjoys rights under this clause, but their obligations (if any) will be determined by the older contract that they are party to. Where two contracts based on this model contract follow each other, the obligations of the two service providers join up. If there is any prospect that the “Incoming Employees” are Purchaser employees (i.e. that Purchaser employees might transfer to the private sector) then Employment advice and assistance must be sought. Information about Service Provider Employees The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to any person wholly or mainly engaged or employed by the Service Provider or any other party in carrying out activities under or connected with this Contract. The Service Provider must disclose by notice all such information as is required by the Purchaser under clause 31.1, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Laws do not prevent the disclosure of anonymised data that is not Personal Data. The Service Provider consents to the disclosure by the Purchaser of all information provided by the Service Provider under this clause to other service providers that the Purchaser may invite to tender or appoint for services to be provided in substitution for the Services. Guidance notes: Irrespective of whether a TUPE transfer on expiry or termination is likely, it is desirable for the Purchaser to be able to pull together employee liability information for inclusion in future ITTs. To the extent that it is desirable to include a requirement that the Service Provider provides information about other matters, this can be included in the Management Arrangements. Staff transfer on expiry or termination The Parties agree that the ceasing of the provision of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute constitutes a Relevant Transfer in respect of the Outgoing Employees. The Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any partial termination of this Contract; the date which is twenty four (24) months before the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and receipt of a written request of the Purchaser at any time (provided that the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, the Service Provider’s Provisional Personnel List, together with the Staffing Information in relation to the Service Provider’s Provisional Personnel List and it shall provide an updated Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. At least twenty eight (28) Working Days prior to the Relevant Transfer, the Service Provider shall provide to the Purchaser or at the direction of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: the Service Provider’s Final Personnel List (which shall be complete and accurate in all material respects); and the Staffing Information in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been providedprovided or requires to be updated). The Purchaser shall be permitted to use and disclose information provided by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. From the date of the earliest event referred to in clause 32.2, the Service Provider agrees that it shall not, and agrees to procure that any Sub-contractor shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Relevant Transfer who is not listed on the Service Provider’s Provisional Personnel List and shall not without the prior written approval of the Purchaser (not to be unreasonably withheld or delayed): replace or re-deploy any person listed on the Service Provider’s Provisional Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of any person on the Service Provider’s Provisional Personnel List (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any person on the Service Provider’s Provisional Personnel List save for fulfilling assignments and projects previously scheduled and agreed with the Purchaser; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any persons listed on the Service Provider’s Provisional Personnel List; increase or reduce the total number of persons so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Service Provider’s Provisional Personnel List save by due disciplinary process, and shall promptly notify, and procure that any Sub-contractor shall promptly notify the Purchaser or, at the direction of the Purchaser, any Replacement Service Provider of any notice to terminate the employment given or received by the Service Provider or relevant Sub-contractor from any persons listed on the Service Provider’s Provisional Personnel List regardless of when such notice takes effect. The Service Provider indemnifies the Purchaser and any Replacement Service Provider and/or Replacement Sub-contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and other liabilities which the Purchaser and/or any Replacement Service Provider and/or Replacement Sub-contractor may suffer as a result of or in connection with: the provision of information pursuant to clauses 31 and/or 32; any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Service Provider in respect of any Outgoing Employee on or before the date of the Relevant Transfer; any claim or demand by any person employed or formerly employed by the Service Provider other than an Outgoing Employee for which it is alleged the Purchaser or any Replacement Service Provider or Replacement Sub-contractor may be liable by virtue of this Contract and/or TUPE; any claim or demand arising from any act or omission of the Service Provider in relation to any other Service Provider’s personnel who is not an Outgoing Employee during any period whether before, on or after the Relevant Transfer; any failure by the Service Provider to comply with its obligations under regulations 11, 12, 13 or 14 of TUPE or any award of compensation under regulation 13 or 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Service Provider and/or Replacement Sub-contractor to comply with its obligations under regulation 13 of TUPE; and any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Service Provider to comply with any legal obligation to such trade union, body or person. The Service Provider is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including all wages, holiday pay, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses ,commission or commission holiday pay) which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). The Service Provider indemnifies the Purchaser and any Replacement Service Provider against all actions, suits, claims, demands, losses, charges, damages, costs and expenses (including reasonable legal expenses) and any other liabilities which the Purchaser and/or any Replacement Service Provider may incur in respect of the emoluments and outgoings referred to in clause 32.7.

Guidance Notes. It may be appropriate to have escrow arrangements where source code to software should be placed in escrow. This clause allows for escrow arrangements. Where an agile, iterative, delivery process is an optional clause where Key Individuals can to apply, escrow may not be identified before contract awardconsidered appropriate. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals. Offers of Employment For the Term and for a period of twelve (12) months thereafter the Assignation The Service Provider must may not employ assign any of its rights, obligations or offer employment to interest in this Contract or any part of it without the prior written consent of the Purchaser’s employees who have been associated with this Contract and/or the contract management of this Contract without the Purchaser’s prior approval. This Notwithstanding clause does not prevent the Service Provider from employing or offering employment to any person who has applied for employment in response to an advertisement placed in the normal course of business and not placed with the objective of soliciting the Purchaser’s employees. Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees. It does not prevent recruitment following an advertisement in the normal course. Staff transfer at commencement The Parties agree that the commencement of the provision of the Services by the Service Provider does not involve a Relevant Transfer. However if a Relevant Transfer takes place the following provisions of this clause apply. OR (I.E. DELETE THE FOREGOING TWO SENTENCES OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the commencement of the provision of the Services by 39.1, the Service Provider may constitute a Relevant Transfer assign to another person (an "Assignee") the right to receive the price due to the Service Provider under this Contract subject to: deduction of sums in respect of the Incoming Employees. The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. The Service Provider indemnifies the Purchaser and the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser exercises its right of recovery under clause 12 (Recovery of Sums Due); and all the transferor may incur in respect related rights of the emoluments and outgoings referred to Purchaser under this Contract in clause 30.2. The Service Provider indemnities the Purchaser and the Transferor for any failure by the Service Provider to comply with its obligations under TUPE. Guidance notes: Please include optional first option clause 30.1 and delete second option if it is clear that there will be no TUPE transfer of staff from the Purchaser or from a previous service provider on commencement of the provision of the Services. Seek Employment advice if there is any doubt as relation to the position. “Incoming Employees” who become Service Provider employees are likely to be the employees recovery of a previous service provider who is ceasing to carry out work for the Purchaser. The old service provider enjoys rights under this clause, sums due but their obligations (if any) will be determined by the older contract that they are party to. Where two contracts based on this model contract follow each other, the obligations of the two service providers join up. If there is any prospect that the “Incoming Employees” are Purchaser employees (i.e. that Purchaser employees might transfer to the private sector) then Employment advice and assistance must be sought. Information about Service Provider Employees The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to any person wholly or mainly engaged or employed by the Service Provider or any other party in carrying out activities under or connected with this Contractunpaid. The Service Provider must disclose by notice all notify or ensure that any Assignee notifies the Purchaser of any variations to the arrangements for making payments or for handling invoices, in each case in good time to enable the Purchaser to redirect payments or invoices accordingly. In the absence of such information as notification the Purchaser is required under no obligation to vary its arrangements for making payments or for handling invoices. Subject to clause 39.6, the Purchaser may assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof to: any Government Body; or any other body established by the Purchaser Crown or under clause 31.1, within such reasonable period specified statute in order substantially to perform any of the functions that had previously been performed by the Purchaser. The Service Provider acknowledges that ; or any private sector body which substantially performs the Data Protection Laws do not prevent the disclosure of anonymised data that is not Personal Data. The Service Provider consents to the disclosure by the Purchaser of all information provided by the Service Provider under this clause to other service providers that the Purchaser may invite to tender or appoint for services to be provided in substitution for the Services. Guidance notes: Irrespective of whether a TUPE transfer on expiry or termination is likely, it is desirable for the Purchaser to be able to pull together employee liability information for inclusion in future ITTs. To the extent that it is desirable to include a requirement that the Service Provider provides information about other matters, this can be included in the Management Arrangements. Staff transfer on expiry or termination The Parties agree that the ceasing functions of the provision of the Services (whether in whole or in part) by the Service Provider will not constitute a Relevant Transfer. However in the event that a Relevant Transfer takes place the following provisions of this clause 32 apply. OR (I.E. DELETE THE FOREGOING OR THE FOLLOWING DEPENDING ON WHAT IS APPLICABLE) The Parties agree that the ceasing of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Outgoing Employees. The Service Provider agrees that within twenty (20) Working Days of the earliest of: receipt of a notification from the Purchaser of a Service Transfer or intended Service Transfer; receipt of the giving of notice of early termination or any partial termination of this Contract; the date which is twenty four (24) months before the end of the Initial Term; [Note: this period may require to be amended depending on the length of the Contract.] and receipt of a written request of the Purchaser at any time (Purchaser, provided that any such assignation, novation or other disposal shall not increase the Purchaser shall only be entitled to make one such request in any six (6) month period), it shall provide to the Purchaser in a suitably anonymised format so as to comply with the Data Protection Laws, burden of the Service Provider’s Provisional Personnel Listobligations under this Contract. Any change in the legal status of the Purchaser such that it ceases to be a Government Body shall not, together subject to clause 39.6, affect the validity of this Contract. In such circumstances, this Contract shall bind and inure to the benefit of any successor body to the Purchaser. If the rights and obligations under this Contract are assigned, novated or otherwise disposed of pursuant to clause 39.4 to a body which is not a Government Body or if there is a change in the legal status of the Purchaser such that it ceases to be a Government Body (in the remainder of this clause both such bodies being referred to as the “Transferee”): the rights of termination of the Purchaser in clauses 64 (Termination Rights) and 65 (Termination on Insolvency, Change of Control of Financial Distress) shall be available to the Service Provider in the event of respectively, the bankruptcy or insolvency, or Default of the Transferee; and the Transferee shall only be able to assign, novate or otherwise dispose of its rights and obligations under this Contract or any part thereof with the Staffing prior consent in writing of the Service Provider. The Purchaser may disclose to any Transferee any Service Provider Confidential Information in relation which relates to the performance of the Service Provider’s Provisional Personnel List and it obligations under this Contract. In such circumstances the Purchaser shall provide an updated authorise the Transferee to use such Service Provider’s Provisional Personnel List at such intervals as are reasonably requested by the Purchaser. At least twenty eight (28) Working Days prior Provider Confidential Information only for purposes relating to the Relevant Transfer, the Service Provider shall provide to the Purchaser or at the direction performance of the Purchaser to any Replacement Service Provider and/or any Replacement Sub-contractor: the Service Provider’s Final Personnel List (which obligations under this Contract and for no other purpose and shall be complete and accurate in take all material respects); and reasonable steps to ensure that the Staffing Information Transferee gives a confidentiality undertaking in relation to the Service Provider’s Final Personnel List (insofar as such information has not previously been provided). The Purchaser shall be permitted to use and disclose information provided by the Service Provider under this clause 32 for the purpose of informing any prospective Replacement Service Provider and/or Replacement Sub-contractor. From the date of the earliest event referred to in clause 32.2, the Service Provider agrees that it shall not, and agrees to procure that any Sub-contractor shall not, assign any person to the provision of the Services (or the relevant part) which is the subject of a Relevant Transfer who is not listed on the Service Provider’s Provisional Personnel List and shall not without the prior written approval of the Purchaser (not to be unreasonably withheld or delayed): replace or re-deploy any person listed on the Service Provider’s Provisional Personnel List other than where any replacement is of equivalent grade, skills, experience and expertise and is employed on the same terms and conditions of employment as the person he/she replaces; make, promise, propose or permit any material changes to the terms and conditions of employment of any person on the Service Provider’s Provisional Personnel List (including any payments connected with the termination of employment); increase the proportion of working time spent on the Services (or the relevant part of the Services) by any person on the Service Provider’s Provisional Personnel List save for fulfilling assignments and projects previously scheduled and agreed with the Purchaser; introduce any new contractual or customary practice concerning the making of any lump sum payment on the termination of employment of any persons listed on the Service Provider’s Provisional Personnel List; increase or reduce the total number of persons so engaged, or deploy any other person to perform the Services (or the relevant part of the Services); or terminate or give notice to terminate the employment or contracts of any persons on the Service Provider’s Provisional Personnel List save by due disciplinary process, and shall promptly notify, and procure that any Sub-contractor shall promptly notify the Purchaser or, at the direction of the Purchaser, any Replacement Service Provider of any notice to terminate the employment given or received by the Service Provider or relevant Sub-contractor from any persons listed on the Service Provider’s Provisional Personnel List regardless of when such notice takes effect. The Service Provider indemnifies the Purchaser and any Replacement Service Provider and/or Replacement Sub-contractor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Purchaser and/or any Replacement Service Provider and/or Replacement Sub-contractor may suffer as a result of or in connection with: the provision of information pursuant to clauses 31 and/or 32; any claim or demand by any Outgoing Employee (whether in contract, delict, under statute or otherwise) arising directly or indirectly from any act, fault or omission of the Service Provider in respect of any Outgoing Employee on or before the date of the Relevant Transfer; any claim or demand by any person employed or formerly employed by the Service Provider other than an Outgoing Employee for which it is alleged the Purchaser or any Replacement Service Provider or Replacement Sub-contractor may be liable by virtue of this Contract and/or TUPE; any claim or demand arising from any act or omission of the Service Provider in relation to any other Service Provider’s personnel who is not an Outgoing Employee during any period whether before, on or after the Relevant Transfer; any failure by the Service Provider to comply with its obligations under regulations 11, 12, 13 or 14 of TUPE or any award of compensation under regulation 13 or 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Service Provider and/or Replacement Sub-contractor to comply with its obligations under regulation 13 of TUPE; and any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Service Provider to comply with any legal obligation to such trade union, body or person. The Service Provider is responsible for all emoluments and outgoings in respect of the Outgoing Employees (including all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period up to and including the date of the Relevant Transfer (including bonuses or commission which are payable after the date of the Relevant Transfer but attributable in whole or in part to the period on or before the date of the Relevant Transfer). The Service Provider indemnifies the Purchaser and any Replacement Service Provider against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the Purchaser and/or any Replacement Service Provider may incur in respect of the emoluments and outgoings referred to in clause 32.7Confidential Information.