Common use of THE TRANSFER REGULATIONS Clause in Contracts

THE TRANSFER REGULATIONS. The parties acknowledge that the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended (the "Transfer Regulations") may apply at any time before or after the termination or expiry of this Agreement or upon the early termination or variation of this Agreement. In circumstances where the Transfer Regulations do apply, the Provider shall comply with its obligations under the Transfer Regulations. In the event of expiry or termination of the Agreement, the Provider and the Trust shall co-operate fully to ensure an orderly handover in relation to all aspects of the Services to alternative providers and shall at all times act in such a manner as to not adversely affect the delivery of the Services or the obligations of the parties under this Agreement. If requested to do so by the Trust, the Provider shall co‑operate fully during the discussions and any transfer of the Services to any alternative provider(s) and this co‑operation shall extend to allowing for access to, and providing copies of information which is necessary in order to achieve an effective transition to a new provider without disruption to routine operational requirements. The transfer shall be arranged to reduce to a minimum any interruption of the provision to the Trust of the Services. The Provider shall, within 14 days of a written request from the Trust, provide such full, accurate and up to date information relating to the Provider's staff employed or engaged in providing the Services (or a part of the Services) to the Trust including without limitation the identity of the employees who will transfer, the age of those employees, information contained in the statements of employment particulars for those employees (e.g. remuneration, hours of work, holiday entitlements), information relating to any collective agreements which apply to those employees, instances of any disciplinary action within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply, instances of any grievances raised by those employees within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply and instances of any legal actions taken by those employees against the Provider in the previous 2 years and instances of potential legal actions which might be brought by those employees where the Provider has reasonable grounds to believe that such actions might occur. In the event that any employees of the Provider transfer to the Trust or any third party as a result of the provisions of this clause or at any time pursuant to the Transfer Regulations: the Provider shall indemnify and keep indemnified in full the Trust against all claims, costs, damages, expenses, payments and liabilities whatsoever arising whether before or during the term of this Agreement out of or in connection with or in respect of any person employed or engaged by the Provider in connection with the provision of the Services (or the termination of such employment or engagement) which, for the avoidance of doubt, shall include any claim made by any third party arising out of or in connection with or in respect of the employment or engagement of any of the aforesaid persons, where and only to the extent that such claims, costs, damages, expenses, payments and liabilities were due to the acts or defaults of the Provider, its servants or agents before such transfer and while such persons were in the employment of the Provider; the Provider warrants that it shall comply in full with all its obligations under the TUPE Regulations including without limitation those under Regulation 11 and 13 and shall indemnify and keep indemnified the Trust against all claims, liabilities, losses and costs (including reasonable legal costs) arising from any breach of the warranty in this Clause 21.5(b); the indemnities in this Clause 21 shall continue to apply after the expiry or termination of this Agreement without any limitation in time and, in particular but without limitation, shall continue to apply in respect of any employee of the Provider whose contract or employment transfers to the Trust on the expiry or termination of this Agreement and if on the expiry or termination of this Agreement the contract of employment of any employee engaged or employed by the Provider in the provision of the Services to the Trust shall pass to a new provider the Provider shall, on written request by the Trust, provide to the new provider a written and binding indemnity in respect of each and every employee in the same terms as those set out in Clause 21.5(a) and 21.5(b) above with the substitution of a reference to the new provider for each reference to the Trust.

THE TRANSFER REGULATIONS. The parties acknowledge that the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended (the "Transfer Regulations") may apply at any time before or after the termination or expiry of this Agreement or upon the early termination or variation of this Agreement. In circumstances where the Transfer Regulations do apply, the Provider shall comply with its obligations under the Transfer Regulations. In the event of expiry or termination of the Agreement, the Provider and the Trust shall co-operate fully to ensure an orderly handover in relation to all aspects of the Services to alternative providers and shall at all times act in such a manner as to not adversely affect the delivery of the Services or the obligations of the parties under this Agreement. If requested to do so by the Trust, the Provider shall co‑operate fully during the discussions and any transfer of the Services to any alternative provider(s) and this co‑operation shall extend to allowing for access to, and providing copies of information which is necessary in order to achieve an effective transition to a new provider without disruption to routine operational requirements. The transfer shall be arranged to reduce to a minimum any interruption of the provision to the Trust of the Services. The Provider shall, within 14 days of a written request from the Trust, provide such full, accurate and up to date information relating to the Provider's staff employed or engaged in providing the Services (or a part of the Services) to the Trust including without limitation the identity of the employees who will transfer, the age of those employees, information contained in the statements of employment particulars for those employees (e.g. eg. remuneration, hours of work, holiday entitlements), information relating to any collective agreements which apply to those employees, instances of any disciplinary action within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply, instances of any grievances raised by those employees within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply and instances of any legal actions taken by those employees against the Provider in the previous 2 years and instances of potential legal actions which might be brought by those employees where the Provider has reasonable grounds to believe that such actions might occur. In the event that any employees of the Provider transfer to the Trust or any third party as a result of the provisions of this clause or at any time pursuant to the Transfer Regulations: the Provider shall indemnify and keep indemnified in full the Trust against all claims, costs, damages, expenses, payments and liabilities whatsoever arising whether before or during the term of this Agreement out of or in connection with or in respect of any person employed or engaged by the Provider in connection with the provision of the Services (or the termination of such employment or engagement) which, for the avoidance of doubt, shall include any claim made by any third party arising out of or in connection with or in respect of the employment or engagement of any of the aforesaid persons, where and only to the extent that such claims, costs, damages, expenses, payments and liabilities were due to the acts or defaults of the Provider, its servants or agents before such transfer and while such persons were in the employment of the Provider; the Provider warrants that it shall comply in full with all its obligations under the TUPE Regulations including without limitation those under Regulation 11 and 13 and shall indemnify and keep indemnified the Trust against all claims, liabilities, losses and costs (including reasonable legal costs) arising from any breach of the warranty in this Clause 21.5(b); the indemnities in this Clause 21 shall continue to apply after the expiry or termination of this Agreement without any limitation in time and, in particular but without limitation, shall continue to apply in respect of any employee of the Provider whose contract or employment transfers to the Trust on the expiry or termination of this Agreement and if on the expiry or termination of this Agreement the contract of employment of any employee engaged or employed by the Provider in the provision of the Services to the Trust shall pass to a new provider the Provider shall, on written request by the Trust, provide to the new provider a written and binding indemnity in respect of each and every employee in the same terms as those set out in Clause 21.5(a) and 21.5(b) above with the substitution of a reference to the new provider for each reference to the Trust.

THE TRANSFER REGULATIONS. 22.1 The parties acknowledge that they do not envisage that the provisions of the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended (the "Transfer Regulations") may will apply at any time before or after the termination or expiry of this Agreement or upon the early termination or variation of this Agreement. In circumstances where the Transfer Regulations do apply, however, the Provider shall comply with its obligations under the Transfer Regulations. . 22.2 In the event of expiry or termination of the Agreement, the Provider and the Trust LAS shall co-co- operate fully to ensure an orderly handover in relation to all aspects of the Services to alternative providers where that is required by the LAS and shall at all times act in such a manner as to not adversely affect the delivery of the Services or the obligations of the parties under this Agreement. . 22.3 If requested to do so by the TrustLAS, the Provider shall co‑operate co-operate fully during the discussions and any transfer of the Services to any alternative provider(s) and this co‑operation co-operation shall extend to allowing for access to, and providing copies of information which is necessary in order to achieve an effective transition to a new provider without disruption to routine operational requirements. The transfer shall be arranged to reduce to a minimum any interruption of the provision to the Trust LAS of the Services. . 22.4 The Provider shall, within 14 days of a written request from the TrustLAS, provide such full, accurate and up to date information relating to the Provider's staff employed or engaged in providing the Services (or a part of the Services) to the Trust LAS including without limitation the identity of the employees who will transfer, the age of those employees, information contained in the statements of employment particulars for those employees (e.g. eg. remuneration, hours of work, holiday entitlements), information relating to any collective agreements which apply to those employees, instances of any disciplinary action within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply, instances of any grievances raised by those employees within the preceding 2 years taken by the Provider in respect of those employees in circumstances where the statutory dispute resolution procedures apply and instances of any legal actions taken by those employees against the Provider in the previous 2 years and instances of potential legal actions which might be brought by those employees where the Provider has reasonable grounds to believe that such actions might occur. . 22.5 In the event that any employees of the Provider transfer to the Trust LAS or any third party as a result of the provisions of this clause or at any time pursuant to the Transfer Regulations: : (a) the Provider shall indemnify and keep indemnified in full the Trust LAS against all claims, costs, damages, expenses, payments and liabilities whatsoever arising whether before or during the term of this Agreement out of or in connection with or in respect of any person employed or engaged by the Provider in connection with the provision of the Services (or the termination of such employment or engagement) which, for the avoidance of doubt, shall include any claim made by any third party arising out of or in connection with or in respect of the employment or engagement of any of the aforesaid persons, where and only to the extent that such claims, costs, damages, expenses, payments and liabilities were due to the acts or defaults of the Provider, its servants or agents before such transfer and while such persons were in the employment of the Provider; ; (b) the Provider warrants that it shall comply in full with all its obligations under the TUPE Regulations including without limitation those under Regulation 11 and 13 and shall indemnify and keep indemnified the Trust LAS against all claims, liabilities, losses and costs (including reasonable legal costs) arising from any breach of the warranty in this Clause 21.5(b22.5(b); ; (c) the indemnities in this Clause 21 22 shall continue to apply after the expiry or termination of this Agreement without any limitation in time and, in particular but without limitation, shall continue to apply in respect of any employee of the Provider whose contract or employment transfers to the Trust LAS on the expiry or termination of this Agreement and if on the expiry or termination of this Agreement the contract of employment of any employee engaged or employed by the Provider in the provision of the Services to the Trust LAS shall pass to a new provider the Provider shall, on written request by the TrustLAS, provide to the new provider a written and binding indemnity in respect of each and every employee in the same terms as those set out in Clause 21.5(a) and 21.5(b) above with the substitution of a reference to the new provider for each reference to the TrustLAS.