Common use of Retendering Clause in Contracts

Retendering. The Contractor shall (and shall procure that any sub-contractor shall) within the period of twelve (12) months immediately preceding the Expiry Date or following the service of a notice under clauses 41 to 45 or as a consequence of the Authority notifying the Contractor of its intention to retender this Agreement or as a consequence of a Transfer Change140: on receiving a written request from the Authority provide in respect of any person engaged or employed by the Contractor or any sub-contractor in the provision of the Services (the Assigned Employees) full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters141 affecting each of those Assigned Employees who it is expected, if they remain in the employment of the Contractor or of any sub-contractor as the case may be until immediately before the date for the implementation of a Transfer Change or the Termination Date or the Expiry Date (as appropriate), would be Returning Employees (the Retendering Information); provide the Retendering Information promptly and at no cost to the Authority; notify the Authority forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise; be precluded from making any material increase or decrease in the numbers of Assigned Employees other than in the ordinary course of business and with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed); be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed); and be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Services to provide the Services save with the Authority's prior written consent (such consent not be unreasonably withheld or delayed). The Contractor shall indemnify and shall keep indemnified in full the Authority and at the Authority's request any Future Service Provider against all Direct Losses arising from any claim by any party as a result of the Contractor or sub-contractor failing to provide or promptly to provide the Authority and/or any Future Service Provider where requested by the Authority with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Retendering Information and/or Employee Liability Information provided that this indemnity shall not apply to the extent that such information was originally provided to the Contractor or sub-contractor by the Authority and was materially inaccurate or incomplete when originally provided. Expiry, Termination or a Transfer Change On the expiry or earlier termination of this Agreement or in the implementation of a Transfer Change, the Authority and the Contractor agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to a Service but the position shall be determined in accordance with the law at the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change as the case may be and this clause is without prejudice to such determination. For the purposes of this clause 30 Returning Employees shall mean those employees wholly or mainly engaged in the provision of the Services as the case may be as immediately before the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change whose employment transfers to the Authority or a Future Service Provider pursuant to TUPE. Upon expiry or earlier termination of this Agreement for whatever reason or the implementation of a Transfer Change (such date being termed the Return Date), the provisions of this clause 30.5.2 will apply: the Contractor shall or shall procure that all wages, salaries and other benefits of the Returning Employees and other employees or former employees of the Contractor or the sub-contractors (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees and such other employees or former employees of the Contractor or sub-contractors up to the Return Date are satisfied; the Authority shall ensure or shall procure that all wages, salaries and other benefits of the Returning Employees (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees on and after the Return Date are satisfied; without prejudice to clause 30.5.2.1, the Contractor shall: remain (and procure that sub-contractors shall remain) (as relevant) responsible for all the Contractor's or sub-contractor's employees (other than the Returning Employees) on or after the Expiry Date or the Termination Date or the date for implementation of a Transfer Change and shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever whether arising before on or after the Return Date by or on behalf of any of the Contractor's or sub-contractor's employees who do not constitute the Returning Employees; and in respect of those employees who constitute Returning Employees the Contractor shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever by or on behalf of any of the Returning Employees in respect of the period after the Relevant Service Transfer Date but on or before the Return Date (whether any such claim, attributable to the period up to and on the Return Date, arises before, on or after the Return Date) where such claim arises out of any act, fault or omission of the Contractor and/or any sub-contractor including but not limited to any failure by the Contractor or any sub-contractor to comply with its or their obligations under Regulation 13 of TUPE and/or Article 6 of the Directive as if such legislation applied, even if it does not in fact apply save to the extent that any such failure to comply arises as a result of an act or omission of the Authority or any Future Service Provider.

Retendering. The Contractor LEP shall (and shall procure that any sub-contractor Partnering Service Provider shall) within the period of twelve (12) months immediately preceding the Expiry Date expiry of this Agreement or following the service of a notice under clauses 41 to 45 clause 13.6 (Termination of this Agreement) or as a consequence of the Local Authority notifying the Contractor LEP of its intention to retender this Agreement or as a consequence of a Transfer Change140Agreement: on receiving a written request from the Local Authority provide in respect of any person engaged or employed by the Contractor LEP or any sub-contractor Partnering Service Provider in the provision of the Partnering Services (the Assigned Employees) full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters141 xxxxxxx00 affecting each of those Assigned Employees who it is expected, if they remain in the employment of the Contractor LEP or of any sub-contractor Partnering Service Provider as the case may be until immediately before the date for the implementation of a Transfer Change or the Termination Date or the Expiry Date (as appropriate)Date, would be Returning Employees (the Retendering Information); provide the Retendering Information promptly and at no cost to the Local Authority; notify the Local Authority forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise; be precluded from making any material increase or decrease in the numbers of Assigned Employees other than in the ordinary course of business and with the Local Authority's ’s prior written consent (such consent not to be unreasonably withheld or delayed); be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Local Authority's ’s prior written consent (such consent not to be unreasonably withheld or delayed); and be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Partnering Services to provide the Partnering Services save with the Local Authority's ’s prior written consent (such consent not to be unreasonably withheld or delayed). The Contractor LEP shall indemnify and shall keep indemnified in full the Local Authority and at the Local Authority's ’s request any Future Service Provider against all Direct Losses arising from any claim by any party as a result of the Contractor LEP or sub-contractor Partnering Service Provider failing to provide or promptly to provide the Local Authority and/or any Future Service Provider where requested by the Local Authority with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Retendering Information and/or Employee Liability Information provided that this indemnity shall not apply to the extent that such information was originally provided to the Contractor or sub-contractor LEP by the Local Authority and was materially inaccurate or incomplete when originally provided. Expiry, Termination or a Transfer Change On This paragraph 9 does not apply to the expiry or earlier termination of this Agreement or in the implementation of a Transfer Change, the Authority and the Contractor agree that it is their intention that TUPE shall apply in respect of the provision thereafter market testing of any service equivalent to a Service but the position Partnering Services (which shall be determined in accordance with the law at the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change as the case may be and this clause is without prejudice to such determination. For the purposes of this clause 30 Returning Employees shall mean those employees wholly or mainly engaged in the provision of the Services as the case may be as immediately before the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change whose employment transfers to the Authority or a Future Service Provider pursuant to TUPE. Upon expiry or earlier termination of this Agreement for whatever reason or the implementation of a Transfer Change (such date being termed the Return Date), governed by the provisions of this clause 30.5.2 will apply: the Contractor shall or shall procure that all wages, salaries and other benefits of the Returning Employees and other employees or former employees of the Contractor or the sub-contractors Schedule 4 (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees and such other employees or former employees of the Contractor or sub-contractors up to the Return Date are satisfied; the Authority shall ensure or shall procure that all wages, salaries and other benefits of the Returning Employees (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees on and after the Return Date are satisfied; without prejudice to clause 30.5.2.1, the Contractor shall: remain (and procure that sub-contractors shall remain) (as relevant) responsible for all the Contractor's or sub-contractor's employees (other than the Returning Employees) on or after the Expiry Date or the Termination Date or the date for implementation of a Transfer Change and shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever whether arising before on or after the Return Date by or on behalf of any of the Contractor's or sub-contractor's employees who do not constitute the Returning Employees; and in respect of those employees who constitute Returning Employees the Contractor shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever by or on behalf of any of the Returning Employees in respect of the period after the Relevant Service Transfer Date but on or before the Return Date (whether any such claim, attributable to the period up to and on the Return Date, arises before, on or after the Return Date) where such claim arises out of any act, fault or omission of the Contractor and/or any sub-contractor including but not limited to any failure by the Contractor or any sub-contractor to comply with its or their obligations under Regulation 13 of TUPE and/or Article 6 of the Directive as if such legislation applied, even if it does not in fact apply save to the extent that any such failure to comply arises as a result of an act or omission of the Authority or any Future Service ProviderMarket Testing Procedure)”.

Retendering. The Contractor JVCo shall (and shall procure that any subSub-contractor Contractor shall) within the period of twelve nine (129) months immediately preceding the Expiry Date expiry of this Agreement or following the service of a notice under clauses 41 to 45 22, 23 or 24 (Termination of Agreement) or as a consequence of the Authority Customer notifying the Contractor JVCo of its intention to retender this Agreement or as a consequence of a Transfer Change140the Services: on receiving a written request from the Authority Customer to provide (subject to the requirements of the Data Protection Act 1998) in respect of any person engaged or employed by the Contractor JVCo or any subSub-contractor Contractor in the provision of the Services (the "Assigned Employees”) full and accurate details regarding the identity, number, age, sex, length of service, job title, grade and terms and conditions of employment of and other matters141 matters affecting each of those Assigned Employees who it is expected, if they remain in the employment of the Contractor JVCo or of any subSub-contractor Contractor as the case may be until immediately before the date for the implementation of a Transfer Change or the Termination Date or the Expiry Date (as appropriate)Return Date, would be Returning Employees (the “Retendering Information”); provide the Retendering Information promptly and at no cost to the AuthorityCustomer; notify the Authority Customer forthwith in writing of any material changes to the Retendering Information promptly as and when such changes arise; be precluded from making any material increase or decrease in the numbers of Assigned Employees other than in the ordinary course of business and with the Authority's prior written consent (such consent not to be unreasonably withheld or delayed)Employees; be precluded from making any increase in the remuneration or other change in the terms and conditions of the Assigned Employees other than in the ordinary course of business and with the Authority's Customer’s prior written consent (such consent not to be unreasonably withheld or delayed)consent; and be precluded from transferring any of the Assigned Employees to another part of its business or moving other employees from elsewhere in its or their business who have not previously been employed or engaged in providing the Services to provide the Services save with the Authority's Customer’s prior written consent (such consent not be unreasonably withheld or delayed)consent. The Without prejudice to Clauses 1.1 and 1.3 the JVCo shall provide and shall procure that any Sub-Contractor shall indemnify provide the Employee Liability Information to the Customer at such time or times as are required by TUPE, and shall warrant at the time of providing such Employee Liability Information, that such information will be updated to take account of any changes to such information as is required by TUPE. the JVCo shall and shall keep indemnified in full the Authority Customer and at the Authority's Customer’s request any Future Service Provider Contractor against all Direct Losses arising from any claim by any party as a result of the JVCo or Sub-Contractor or sub-contractor failing to provide or promptly failing to provide within the Authority required timescales the Customer and/or any Future Service Provider Contractor where requested by the Authority Customer with any Retendering Information and/or Employee Liability Information or to provide full Retendering Information and/or Employee Liability Information or as a result of any material inaccuracy in or omission from the Retendering Information and/or Employee Liability Information provided that this indemnity shall not apply to the extent that such information was originally provided to the Contractor or sub-contractor by the Authority and was materially inaccurate or incomplete when originally provided. Expiry, Termination or a Transfer Change On the expiry or earlier termination of this Agreement or in the implementation of a Transfer Change, the Authority and the Contractor agree that it is their intention that TUPE shall apply in respect of the provision thereafter of any service equivalent to a Service but the position shall be determined in accordance with the law at the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change as the case may be and this clause is without prejudice to such determination. For the purposes of this clause 30 Returning Employees shall mean those employees wholly or mainly engaged in the provision of the Services as the case may be as immediately before the Expiry Date or the Termination Date or the date for the implementation of a Transfer Change whose employment transfers to the Authority or a Future Service Provider pursuant to TUPE. Upon expiry or earlier termination of this Agreement for whatever reason or the implementation of a Transfer Change (such date being termed the Return Date), the provisions of this clause 30.5.2 will apply: the Contractor shall or shall procure that all wages, salaries and other benefits of the Returning Employees and other employees or former employees of the Contractor or the sub-contractors (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees and such other employees or former employees of the Contractor or sub-contractors up to the Return Date are satisfied; the Authority shall ensure or shall procure that all wages, salaries and other benefits of the Returning Employees (who had been engaged in the provision of the Services) and all PAYE tax deductions and national insurance contributions relating thereto in respect of the employment of the Returning Employees on and after the Return Date are satisfied; without prejudice to clause 30.5.2.1, the Contractor shall: remain (and procure that sub-contractors shall remain) (as relevant) responsible for all the Contractor's or sub-contractor's employees (other than the Returning Employees) on or after the Expiry Date or the Termination Date or the date for implementation of a Transfer Change and shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever whether arising before on or after the Return Date by or on behalf of any of the Contractor's or sub-contractor's employees who do not constitute the Returning Employees; and in respect of those employees who constitute Returning Employees the Contractor shall indemnify the Authority and any Future Service Provider against all Direct Losses incurred by the Authority or any Future Service Provider resulting from any claim whatsoever by or on behalf of any of the Returning Employees in respect of the period after the Relevant Service Transfer Date but on or before the Return Date (whether any such claim, attributable to the period up to and on the Return Date, arises before, on or after the Return Date) where such claim arises out of any act, fault or omission of the Contractor and/or any sub-contractor including but not limited to any failure by the Contractor or any sub-contractor to comply with its or their obligations under Regulation 13 of TUPE and/or Article 6 of the Directive as if such legislation applied, even if it does not in fact apply save to the extent that any such failure to comply arises as a result of an act or omission of the Authority or any Future Service ProviderInformation.