Common use of Procedure and indemnity for claims by non-Transferring Employees Clause in Contracts

Procedure and indemnity for claims by non-Transferring Employees. (a) If any person other than any Transferring Employee claims or alleges as a result of the termination of this agreement that his contract of employment has transferred to the Service Recipient pursuant to the Transfer Regulations the following process shall apply: (i) the Service Recipient shall notify the Service Provider in writing within 35 days of the Termination Date and in any event seven days of becoming aware of that allegation or claim ("Notification"); (ii) within 28 days of Notification, the Service Provider may offer employment to such person on their existing terms and conditions of employment. If such offer of employment is accepted, the Service Recipient shall immediately release the person from its employment; and (iii) if an offer of employment has not been made or accepted then the Service Recipient may terminate the employment of such person within seven days of the expiry of the 28 day period referred to in Section 6.9(a)(ii). Subject to the provisions of Section 6.9 being followed by the Service Recipient, the Service Provider will indemnify, keep indemnified and hold harmless, the Service Recipient against all Liabilities arising out of such allegation or claim up to the date of and in respect of such termination. If the Service Recipient fails to take the action outlined in Section 6.9(a)(iii) within the appropriate time period then such person will be deemed a Transferring Employee.