Common use of Staff Clause in Contracts

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMB’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMB; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 21.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 21.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMB’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 21.2 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBthe Company; and 23.4.1 Both parties agree 21.2.1 The Customer agrees to indemnify the other Company and keep the other Company indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other Company under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If 21.2.2 In the event that any contract of employment of any staff of either party the Customer has effect (or is argued to have effect) as if originally made between one party the Company and staff of the other Customer as a result of the TUPE Regulations or otherwise at any time, then the affected party Company shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party Customer agrees to indemnify the affected party Company against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 21.3 The indemnities in sub-clauses 23.4.1 21.2.1 and 23.4.2 21.2.2 are not subject to the limitation of liability set out in sub-clause 10.4.210.7.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBthe Callable’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB The Callable shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBthe Callable; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-sub- clause 10.4.210.3.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBConnaught’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB Connaught shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBConnaught; and 23.4.1 Both parties agree Subject to the provisions of sub-clause 10.13, each party agrees to indemnify the other and keep the other indemnified against in respect of any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned and any reasonable costs incurred while recruiting a replacement for the employee except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBthe Company’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB The Company shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBthe Company; and 23.4.1 Both parties agree Subject to the provisions of sub-clause 10.13, each party agrees to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBNode IT’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB Node IT shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBNode IT; and 23.4.1 Both parties agree Subject to the provisions of sub-clause 10.13, each party agrees to indemnify the other and keep the other indemnified against in respect of any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBEloquent’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB Eloquent shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBEloquent; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of the either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBIn-Tuition’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB In-Tuition shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBIn-Tuition; and 23.4.1 Both parties agree Subject to the provisions of sub-clause 10.13, each party agrees to indemnify the other and keep the other indemnified against in respect of any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBVSL’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB VSL shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBVSL; and 23.4.1 Both Subject to the provisions of sub-clause 10.13, the parties agree to indemnify the each other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13 to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general publicconcerned. 23.2 Nothing in this Agreement or TMBthe Company’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB The Company shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBthe Company; and 23.4.1 Both Subject to the provisions of sub-clause 10.13, both parties agree to indemnify the other and keep the other indemnified against in respect of any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBCMI’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB CMI shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBCMI; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of the either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBVSL’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB VSL shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBVSL; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.210.3.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBthe Company’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB The Company shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBthe Company; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.210.3.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBUnity Cloud’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB Unity Cloud shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPETUPE Regulations’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBUnity Cloud; and 23.4.1 Both parties agree Subject to the provisions of sub-clause 10.13, each party agrees to indemnify the other and keep the other indemnified against in respect of any liabilities arising out of or in connection with any claim that or decision by a Court court or Tribunal tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees agrees, subject to the provisions of sub-clause 10.13, to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.2.

Staff. 23.1 Each party agrees not to approach employees or subcontractors of the other in order to entice them to join the other in a role that relates directly to the provision of the Services whether as an employee or in any other capacity, during the term of this Agreement or for a period of six months after its termination. If either party breaches the terms of this clause 23.1 the party in breach agrees, by way of liquidated damages and not a penalty, to pay the other a sum equal to the annual salary or otherwise of the employee or subcontractor concerned except where that employee has responded to a bona fide advertisement or other offer published or made to the general public. 23.2 Nothing in this Agreement or TMBSprint Convergence’s performance thereof shall be construed as creating any relationship as between employer and employee, agent and principal, joint venture or any mutual obligation between the parties other than set out in this Agreement. 23.3 TMB Sprint Convergence shall, at its sole discretion determine the allocation of its personnel in furnishing the Services. 23.4 The parties consider that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (‘TUPE’) will not apply on the commencement or cessation (in whole or in part) of the provision of Services by TMBSprint Convergence; and 23.4.1 Both parties agree to indemnify the other and keep the other indemnified against any liabilities arising out of or in connection with any claim that or decision by a Court or Tribunal that the contract of employment of any staff has transferred to the other under the TUPE Regulations or otherwise as a result of the parties entering into this Agreement, including (without limitation), any liability for failure to inform and consult under the TUPE Regulations; 23.4.2 If any contract of employment of any staff of the either party has effect (or is argued to have effect) as if originally made between one party and staff of the other as a result of the TUPE Regulations or otherwise at any time, then the affected party shall be entitled, on becoming aware of that effect (or argued effect) to terminate the contract of employment of such staff and the other party agrees to indemnify the affected party against any liabilities arising out of such termination and against any sum payable to or in respect of such staff prior to termination of employment. 23.5 The indemnities in sub-clauses 23.4.1 and 23.4.2 are not subject to the limitation of liability set out in sub-clause 10.4.210.3.2.