Common use of Post Transfer Reporting Clause in Contracts

Post Transfer Reporting. The Contractor shall notify the Authority of the following information relating to the Authority Transferring Employees as part of the normal reporting regime of the Contract on a monthly basis in a format agreed between the Contractor and the Authority from time to time (or failing such agreement, in such form as may be required by the Authority): proposed, agreed or imposed changes to terms and conditions of service in respect of Authority Transferring Employees; disputes relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements which are regarded as unresolved by a recognised Trades Union and/or employee representatives; any court action or tribunal proceedings relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; completed court action or tribunal proceedings relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; "out of court" settlements relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; and proposed dismissals of any Authority Transferring Employees by reason of redundancy (whether voluntary or otherwise), such reports to also include information relating to staff transferred under TUPE or any successor Legislation to any Employing Sub-Contractors as a result of this Contract. The information referred to in paragraph 2.21 (Post Transfer Reporting) may also be used in considering the Contractor's bid at re-let, or in considering the Contractor's bid(s) for other contracts let by the Authority. During the period of eighteen (18) months preceding the Expiry Date or at any other time as directed by the Authority (but no more than once in any Year) or once notice to terminate this Contract or the provision of part of the Services under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take place, the Contractor shall: upon the Authority's request, fully and accurately disclose to the Authority the information listed in Part 3 of Appendix 2 (Employee Information) to this Schedule 7 (TUPE, Employees and Pensions) relating to the Contractor Personnel that are employed, assigned or engaged in the provision of the Service (or part of the Service which is subject to the Subsequent Relevant Transfer), separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of these individuals are members of the Scheme provided through the Contractor or (if applicable) any Employing Sub-Contractor in accordance with paragraph 3 (Pensions); provide the information promptly and in any event not later than three (3) months from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel (as required) and their trade union or other employee representatives. During the period of three (3) months preceding the Expiry Date or at any other time as directed by the Authority (but no more than once in any Year) or once notice to terminate this Contract or the provision of part of the Service under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take place, the Contractor shall: upon the Authority's request fully and accurately disclose to the Authority such information listed in Part 4 of Appendix 2 (Employee Information) to this Schedule 7 (TUPE, Employees and Pensions) relating to the Contractor Personnel that are employed, assigned or engaged in the provision of the Services (or part of the Services which is subject to the Subsequent Relevant Transfer), separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of the individuals are members of the Scheme provided through the Contractor (or if applicable) any Employing Sub-Contractor in accordance with paragraph 3 (Pensions); provide the information promptly and in any event not later than one (1) month from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel (as required) and their trade union or other employee representatives. The Contractor shall indemnify and keep the Authority and any New Contractor indemnified fully in respect of any claims, losses, costs, expenses, demands and liabilities arising from the provision of information by the Contractor under paragraphs 2.23 and 2.24 (Information on Re-tender, Expiry or Termination), inaccuracies in the information provided by the Contractor under paragraphs 2.23 and 2.24 (Information on Re-tender, Expiry or Termination) or the Contractor's failure to provide information under paragraphs 2.23 and 2.24 (Information on Re-tender, Expiry or Termination). Once the information referred to at paragraph 2.23 (Information on Re-tender, Expiry or Termination) has been passed to the Authority during the eighteen (18) months preceding the Expiry Date or once notice to terminate this Contract or provision of part of the Services under this Contract has been given (for whatever reason) or within six (6) months of the Expiry Date, (whichever is the earlier), the Contractor shall not and shall procure that any third party (including any Sub-Contractor) shall not: materially amend the rates of remuneration, terms of employment or hours to be worked by Contractor Personnel, including holidays; or replace, dismiss (other than by reason of gross misconduct) or redeploy any of the Contractor Personnel, or increase the number of Contractor Personnel assigned to the provision of the Services or relevant part of the Service; or reorganise any working methods or assign to any person wholly or mainly employed or engaged in providing the Services or relevant part of the Services any duties unconnected with the Services or relevant part of the Services under this Contract, without the prior written agreement of the Authority, such agreement not to be unreasonably withheld. Where the Contractor or any Sub-Contractor shall cease (for whatever reason and whether directly or indirectly) to provide the Services (or part thereof) to be provided under this Contract the Contractor shall indemnify and keep indemnified the Authority and any New Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority and/or a New Contractor at any time arising out of or in connection with any acts or omissions of the Contractor or any Sub-Contractor which occurred on or prior to the Subsequent Transfer Date including without limitation claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Authority or a New Contractor; by any person or persons (or by their appropriate representative (as defined in TUPE or any successor Legislation)) who are not Subsequent Transferring Employees or who are not disclosed as such to the Authority in accordance with paragraph 2.24 (Information on Re-tender, Expiry or Termination) who claims that his or her or their contracts of employment or liability in relation to their contracts of employment are or have been transferred to the Authority or a New Contractor in accordance with TUPE or any successor Legislation including, for the avoidance of doubt, the reasonable cost to the Authority or the New Contractor of employing such person or persons for any period during which statutory redundancy consultation must be undertaken plus a period of up to one (1) month prior to the termination of their employment; and the cost to the Authority or the New Contractor arising out of the dismissal of such person or persons (such dismissal costs to be limited to the payment of the higher of, in each case, statutory minimum notice or contractual notice and contractual redundancy payments or statutory redundancy payments), provided that such person or persons are given notice by the Authority or the New Contractor (as applicable) to terminate their employment within the later of one (1) month of the Authority or the New Contractor (as applicable) becoming aware of such claim or one month from the completion of any statutory redundancy consultation process; or by any Subsequent Transferring Employee or any other employee of the Contractor or any Sub-Contractor or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority and/or the New Contractor at any time as a result of the Contractor's or any Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both pursuant to TUPE or any successor Legislation. The Authority shall indemnify and keep indemnified the Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Contractor or any Sub-Contractor at any time arising out of or in connection with any acts or omissions of the New Contractor which occurred on or after the Subsequent Transfer Date including claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractor; by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Contractor or any Sub-Contractor at any time as a result of the New Contractor's failure or alleged failure to comply with its obligations to inform or consult or both with any trade union or employee representatives pursuant to TUPE or any successor Legislation provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractor; by virtue of any substantial change made or proposed to be made by the New Contractor in the terms of employment or working conditions of any of the Subsequent Transferring Employees which is detrimental to any of the Subsequent Transferring Employees; by virtue of any substantial change to the material detriment made or proposed to be made by the New Contractor in the terms of the employment or working conditions of any person or persons who would have transferred pursuant to the Subsequent Relevant Transfer, but who terminated their contract of employment by reason of such change; or by virtue of a change in the identity of the employer of all or any of the Subsequent Transferring Employees where that change is a significant change and to the detriment of all or any of the Subsequent Transferring Employees.

Post Transfer Reporting. The Contractor shall notify the Authority of the following information relating to the Authority Transferring Employees as part of the normal reporting regime of the Contract on a monthly basis in a format agreed between the Contractor and the Authority from time to time (or failing such agreement, in such form as may be required by the Authority): proposed, agreed or imposed changes to terms and conditions of service in respect of Authority Transferring Employees; disputes relating to TUPE, any successor Legislation legislation or any other Legislation legislation relating to collective consultation requirements which are regarded as unresolved by a recognised Trades Union and/or employee representatives; any court action or tribunal proceedings relating to TUPE, any successor Legislation legislation or any other Legislation legislation relating to collective consultation requirements; completed court action or tribunal proceedings relating to TUPE, any successor Legislation legislation or any other Legislation legislation relating to collective consultation requirements; "out of court" settlements relating to TUPE, any successor Legislation legislation or any other Legislation legislation relating to collective consultation requirements; and proposed dismissals of any Authority Transferring Employees by reason of redundancy (whether voluntary or otherwise), such reports to also include information relating to staff transferred under TUPE or any successor Legislation legislation to any Employing Sub-Contractors as a result of this Contract. The information referred to in the preceding paragraph 2.21 2.11 of this Schedule 11 (Post Transfer ReportingTUPE, Employees and Pensions) may also be used in considering the Contractor's ’s bid at re-let, or in considering the Contractor's ’s bid(s) for other contracts let by the Authority. During the period of eighteen (18) months preceding the Expiry Date expiry of this Contract or at any other time as directed by the Authority (but no more than once in any Year) or once on the Authority giving notice to terminate this Contract or the provision of part of the Services under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take placeContract, the Contractor shall: upon the Authority's request, fully and accurately disclose to the Authority the information listed in Part 3 of Appendix 2 (Employee Information) to this Schedule 7 11 (TUPE, Employees and Pensions) relating to the Contractor Personnel Contractor's Staff that are employed, assigned or engaged in the provision of the Service (or part of the Service which is subject to the Subsequent Relevant Transfer)Services, separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of these individuals are members of the Scheme provided through the Contractor or (if applicable) any Employing Sub-Contractor in accordance with paragraph 3 (Pensions); provide the information promptly and in any event not later than three (3) months from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel (as required) and their trade union or other employee representatives. During the period of three (3) months preceding the Expiry Date or at any other time as directed by the Authority (but no more than once in any Year) or once notice to terminate this Contract or the provision of part of the Service under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take place, the Contractor shall: upon the Authority's request fully and accurately disclose to the Authority such information listed in Part 4 of Appendix 2 (Employee Information) to this Schedule 7 (TUPE, Employees and Pensions) relating to the Contractor Personnel that are employed, assigned or engaged in the provision of the Services (or part of the Services which is subject to the Subsequent Relevant Transfer), separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of the individuals are members of the Scheme provided through the Contractor (or if applicable) any Employing Sub-Contractor in accordance with paragraph 3 2.20 of this Schedule 11 (TUPE, Employees and Pensions); provide the information promptly and in any event not later than one (1) month from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract, subject to the Authority complying with the terms of the Data Protection Act 1998 in respect of such information; enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor's Staff (as required) and their trade union or other employee representatives. During the month preceding the expiry of this Contract or at any other time as directed by the Authority (but no more than once in any Year) or after the Authority has given notice to terminate the Contract or the provision of part of the Services under this Contract, the Contractor shall: fully and accurately disclose to the Authority such information listed in Part 4 of Appendix 2 to this Schedule 11 (TUPE, Employees and Pensions) relating to the Contractor's Staff that are employed, assigned or engaged in the provision of the Services, and indicating which of the individuals are members of the Scheme provided by the Contractor (or if applicable) any Sub-Contractor in accordance with paragraph 2.20 of this Schedule 11 (TUPE, Employees and Pensions), as the Authority may request; provide the information promptly and in any event not later than 1 month from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer of any services which are substantially the same as any part of the Services provided pursuant to this Contract, subject to the Authority complying with the terms of the Data Protection Act 1998 in respect of such information; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel Contractor's Staff (as required) and their trade union or other employee representatives. The Contractor shall indemnify and keep the Authority and any New Contractor indemnified fully in respect of any claims, losses, costs, expenses, demands and liabilities arising from the provision of information by the Contractor under paragraphs 2.23 and 2.24 (Information on Re-tender, Expiry or Termination)information, inaccuracies in the information provided by the Contractor under paragraphs 2.23 and 2.24 (Information on Re-tender, Expiry or Termination) or the Contractor's its failure to provide information under paragraphs 2.23 paragraph 2.14 and 2.24 2.15 of this Schedule 11 (Information on Re-tenderTUPE, Expiry or TerminationEmployees and Pensions). Once the information referred to at paragraph 2.23 2.15 of this Schedule 11 (Information on Re-tenderTUPE, Expiry or TerminationEmployees and Pensions) has been passed to the Authority during the eighteen (18) months preceding the Expiry Date expiry of this Contract or once on the Authority giving notice to terminate this Contract or provision of part of the Services under this Contract has been given (for whatever reason) or within six (6) months of the Expiry Date, (whichever is the earlier)it, the Contractor shall not and shall procure that any third party (including any Sub-Contractor) shall not: materially amend the rates of remuneration, terms of employment or hours to be worked by Contractor Personnelthe Contractor's Staff, including holidays; or replace, dismiss (other than by reason of gross misconduct) or redeploy any of the Contractor PersonnelContractor's Staff, or increase the number of Contractor Personnel the Contractor's Staff assigned to the provision of the Services or relevant part of the ServiceServices; or reorganise any working methods or assign to any person wholly or mainly employed or engaged in providing the Services or relevant part of the Services any duties unconnected with the Services or relevant part of the Services under this Contract, without with the prior written agreement of the Authority, such agreement not to be unreasonably withheldwithheld or delayed. Where the Contractor or any a Sub-Contractor shall cease (for whatever reason and whether directly or indirectly) to provide the Services (or part thereof) to be provided under this Contract Contract, the Contractor shall indemnify and keep indemnified the Authority and any New Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislationlegislation) made against the Authority and/or or a New Contractor at any time arising out of or in connection with any acts or omissions of the Contractor or any a Sub-Contractor which occurred on or prior to the Subsequent Transfer Date including without limitation claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Authority or a New Contractor; by any person or persons (or by their appropriate representative (as defined in TUPE or any successor Legislationlegislation)) who are not Subsequent Transferring Employees or who are not disclosed as such to the Authority in accordance with paragraph 2.24 2.15 of this Schedule 11 (Information on Re-tenderTUPE, Expiry or TerminationEmployees and Pensions) who claims that his or her or their contracts of employment or liability in relation to their contracts of employment are or have been transferred to the Authority or a New Contractor in accordance with TUPE or any successor Legislation legislation including, for the avoidance of doubt, the reasonable cost to the Authority or the New Contractor of employing such person or persons for any period during which statutory redundancy consultation must be undertaken plus a period of up to one (1) month prior to the termination of their employment; and the cost to the Authority or the New Contractor arising out of the dismissal of such person or persons (such dismissal costs to be limited to the payment of the higher of, in each case, statutory minimum notice or contractual notice and contractual redundancy payments or statutory redundancy payments), provided that such person or persons are given notice by the Authority or the New Contractor (as applicable) to terminate their employment within the later of one (1) month of the Authority or the New Contractor (as applicable) becoming aware of such claim or one month from the completion of any statutory redundancy consultation processclaim; or by any Subsequent Transferring Employee or any other employee of the Contractor or any Sub-Contractor or by their appropriate representative (as defined in TUPE or any successor Legislationlegislation) made against the Authority and/or the New Contractor at any time as a result of the Contractor's ’s or any Sub-Contractor's ’s failure or alleged failure to comply with its/their its obligations to inform or consult or both with any trade union or employee representatives pursuant to TUPE or any successor Legislationlegislation, save to the extent that such failure arises from the Authority or the New Contractor’s failure to comply with its obligations under TUPE. The Authority shall indemnify and keep indemnified the Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislationlegislation) made against the Contractor or any Sub-Contractor at any time arising out of or in connection with any acts or omissions of the New Contractor which occurred on or after the Subsequent Transfer Date including claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractor; by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislationlegislation) made against the Contractor or any Sub-Contractor at any time as a result of the New Contractor's ’s failure or alleged failure to comply with its obligations to inform or consult or both with any trade union or employee representatives pursuant to TUPE or any successor Legislation provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractorlegislation; by virtue of any substantial change made or proposed to be made by the New Contractor in the terms of employment or working conditions of any of the Subsequent Transferring Employees which is detrimental to any of the Subsequent Transferring Employees; or by virtue of any substantial change to the material detriment made or proposed to be made by the New Contractor in the terms of the employment or working conditions of any person or persons who would have transferred pursuant to the Subsequent Relevant Transfer, but who terminated their contract of employment by reason of such change; or by virtue of a change in the identity of the employer of all or any of the Subsequent Transferring Employees where that change is a significant change and to the detriment of all or any of the Subsequent Transferring Employees.

Post Transfer Reporting. The Contractor shall notify the Authority of the following information relating to the Authority Transferring Employees as part of the normal reporting regime of the Contract on a monthly basis in a format agreed between the Contractor and the Authority from time to time (or failing such agreement, in such form as may be required by the Authority): proposed, agreed or imposed changes to terms and conditions of service in respect of Authority Transferring Employees; disputes relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements which are regarded as unresolved by a recognised Trades Union and/or employee representatives; any court action or tribunal proceedings relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; completed court action or tribunal proceedings relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; "out of court" settlements relating to TUPE, any successor Legislation or any other Legislation relating to collective consultation requirements; and proposed dismissals of any Authority Transferring Employees by reason of redundancy (whether voluntary or otherwise), such reports to also include information relating to staff transferred under TUPE or any successor Legislation to any Employing Sub-Contractors as a result of this Contract. The information referred to in paragraph 2.21 26.21 (Post Transfer Reporting) may also be used in considering the Contractor's bid at re-let, or in considering the Contractor's bid(s) for other contracts let by the Authority. During the period of eighteen (18) months preceding the Expiry Date or at any other time as directed by the Authority (but no more than once in any Year) or once notice to terminate this Contract or the provision of part of the Services under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take place, the Contractor shall: upon the Authority's request, fully and accurately disclose to the Authority the information listed in Part 3 of Appendix 2 (Employee Information) to this Schedule 7 (TUPE, Employees and Pensions) relating to the Contractor Personnel that are employed, assigned or engaged in the provision of the Service (or part of the Service which is subject to the Subsequent Relevant Transfer), separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of these individuals are members of the Scheme provided through the Contractor or (if applicable) any Employing Sub-Contractor in accordance with paragraph 3 27 (Pensions); provide the information promptly and in any event not later than three (3) months from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel (as required) and their trade union or other employee representatives. During the period of three (3) months preceding the Expiry Date or at any other time as directed by the Authority (but no more than once in any Year) or once notice to terminate this Contract or the provision of part of the Service under this Contract has been given (for whatever reason) or where there is a reasonable expectation on the part of the Authority that a Subsequent Relevant Transfer may take place, the Contractor shall: upon the Authority's request fully and accurately disclose to the Authority such information listed in Part 4 of Appendix 2 (Employee Information) to this Schedule 7 (TUPE, Employees and Pensions) relating to the Contractor Personnel that are employed, assigned or engaged in the provision of the Services (or part of the Services which is subject to the Subsequent Relevant Transfer), separately identifying former employees of the Authority who transferred to the Contractor or any Employing Sub-Contractor and indicating which of the individuals are members of the Scheme provided through the Contractor (or if applicable) any Employing Sub-Contractor in accordance with paragraph 3 27 (Pensions); provide the information promptly and in any event not later than one (1) month from the date when a request for such information is made and at no cost to the Authority; permit the Authority to use the information for informing any tenderer for any services which are substantially the same as any part of the Services provided pursuant to this Contract; and enable and assist the Authority and such other persons as the Authority may determine to communicate with and meet the Contractor Personnel (as required) and their trade union or other employee representatives. The Contractor shall indemnify and keep the Authority and any New Contractor indemnified fully in respect of any claims, losses, costs, expenses, demands and liabilities arising from the provision of information by the Contractor under paragraphs 2.23 26.23 and 2.24 26.24 (Information on Re-tender, Expiry or Termination), inaccuracies in the information provided by the Contractor under paragraphs 2.23 26.23 and 2.24 26.24 (Information on Re-tender, Expiry or Termination) or the Contractor's failure to provide information under paragraphs 2.23 26.23 and 2.24 26.24 (Information on Re-tender, Expiry or Termination). Once the information referred to at paragraph 2.23 26.23 (Information on Re-tender, Expiry or Termination) has been passed to the Authority during the eighteen (18) months preceding the Expiry Date or once notice to terminate this Contract or provision of part of the Services under this Contract has been given (for whatever reason) or within six (6) months of the Expiry Date, (whichever is the earlier), the Contractor shall not and shall procure that any third party (including any Sub-Contractor) shall not: materially amend the rates of remuneration, terms of employment or hours to be worked by Contractor Personnel, including holidays; or replace, dismiss (other than by reason of gross misconduct) or redeploy any of the Contractor Personnel, or increase the number of Contractor Personnel assigned to the provision of the Services or relevant part of the Service; or reorganise any working methods or assign to any person wholly or mainly employed or engaged in providing the Services or relevant part of the Services any duties unconnected with the Services or relevant part of the Services under this Contract, without the prior written agreement of the Authority, such agreement not to be unreasonably withheld. Where the Contractor or any Sub-Contractor shall cease (for whatever reason and whether directly or indirectly) to provide the Services (or part thereof) to be provided under this Contract the Contractor shall indemnify and keep indemnified the Authority and any New Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority and/or a New Contractor at any time arising out of or in connection with any acts or omissions of the Contractor or any Sub-Contractor which occurred on or prior to the Subsequent Transfer Date including without limitation claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Authority or a New Contractor; by any person or persons (or by their appropriate representative (as defined in TUPE or any successor Legislation)) who are not Subsequent Transferring Employees or who are not disclosed as such to the Authority in accordance with paragraph 2.24 26.24 (Information on Re-tender, Expiry or Termination) who claims that his or her or their contracts of employment or liability in relation to their contracts of employment are or have been transferred to the Authority or a New Contractor in accordance with TUPE or any successor Legislation including, for the avoidance of doubt, the reasonable cost to the Authority or the New Contractor of employing such person or persons for any period during which statutory redundancy consultation must be undertaken plus a period of up to one (1) month prior to the termination of their employment; and the cost to the Authority or the New Contractor arising out of the dismissal of such person or persons (such dismissal costs to be limited to the payment of the higher of, in each case, statutory minimum notice or contractual notice and contractual redundancy payments or statutory redundancy payments), provided that such person or persons are given notice by the Authority or the New Contractor (as applicable) to terminate their employment within the later of one (1) month of the Authority or the New Contractor (as applicable) becoming aware of such claim or one month from the completion of any statutory redundancy consultation process; or by any Subsequent Transferring Employee or any other employee of the Contractor or any Sub-Contractor or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority and/or the New Contractor at any time as a result of the Contractor's or any Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both pursuant to TUPE or any successor Legislation. The Authority shall indemnify and keep indemnified the Contractor against any costs, losses, expenses, liabilities, awards or damages in respect of any claims or proceedings (and all costs and expenses thereof): where there is a Subsequent Relevant Transfer, by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Contractor or any Sub-Contractor at any time arising out of or in connection with any acts or omissions of the New Contractor which occurred on or after the Subsequent Transfer Date including claims for breach of contract, loss of office, unfair dismissal, redundancy, sex, race or other discrimination, loss of earnings or otherwise (and all costs and expenses thereof) provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractor; by any Subsequent Transferring Employee or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Contractor or any Sub-Contractor at any time as a result of the New Contractor's failure or alleged failure to comply with its obligations to inform or consult or both with any trade union or employee representatives pursuant to TUPE or any successor Legislation provided that such claims, losses, costs, expenses and liabilities are not payable as a result of any act or omission of the Contractor or any Sub-Contractor; by virtue of any substantial change made or proposed to be made by the New Contractor in the terms of employment or working conditions of any of the Subsequent Transferring Employees which is detrimental to any of the Subsequent Transferring Employees; by virtue of any substantial change to the material detriment made or proposed to be made by the New Contractor in the terms of the employment or working conditions of any person or persons who would have transferred pursuant to the Subsequent Relevant Transfer, but who terminated their contract of employment by reason of such change; or by virtue of a change in the identity of the employer of all or any of the Subsequent Transferring Employees where that change is a significant change and to the detriment of all or any of the Subsequent Transferring Employees.