Common use of TRANSFER OF UNDERTAKINGS Clause in Contracts

TRANSFER OF UNDERTAKINGS. 36.1 The Parties agree that the commencement of the provision of the Services by the Service Provider may constitute a Relevant Transfer in respect of the Incoming Employees. 36.2 The Service Provider is responsible for all emoluments and outgoings in respect of the Incoming Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. 36.3 The Service Provider indemnifies the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the transferor may incur in respect of the emoluments and outgoings referred to in clause 36.2. 36.4 The Purchaser may by notice require the Service Provider to disclose such information as the Purchaser may require relating to those of the Service Provider’s employees and Staff carrying out activities under or connected with the Contract. 36.4.1 The Service Provider shall fully and accurately disclose to the Purchaser, prospective service provider or to any person nominated by the Purchaser information relating to employees engaged in providing the Services in relation to the Contract in particular, but not necessarily restricted to, the following: (a) the total number of personnel whose employment with the Service Provider is liable to be terminated at the expiry of this Contract but for any operation of law; and (b) for each person, age and gender, details of their salary, date of commencement of continuous employment and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of Staff do not have to be given); and (c) information about the other terms and conditions on which the affected Staff are employed, or about where that information can be found; and (d) details of pensions entitlements, if any. 36.5 The Service Provider must disclose by notice all such information as is required by the Purchaser under this clause 36, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Act 1998 does not prevent the disclosure of anonymised data that is not personal data within the meaning of that Act.

TRANSFER OF UNDERTAKINGS. 36.1 2.1 Where, in the opinion of the Supplier and/or the Authorised Representative, the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are likely to apply on the termination or expiration of the Agreement, the information to be provided by the Supplier under paragraph 1.5 shall include, as applicable, accurate information relating to the Staff or Agency Workers who would be transferred under the same terms of employment under those Regulations, including in particular:- 2.2 the number of Staff or Agency Workers who would be transferred, but with no obligation on the Supplier to specify their names; 2.3 in respect of each of those members of Staff or Agency Workers their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment; 2.4 the general terms and conditions applicable to those members of Staff or Agency Workers, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits. 2.5 The Parties agree Supplier agrees that if upon termination of this Framework Agreement, circumstances arise in which the commencement Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are applicable, the Supplier shall in good faith co-operate with the Customer in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the Services relevant employees as may be acceptable to the Parties 2.6 The Supplier shall comply with the requirements of those Regulations in respect any personnel who will have been employed in the undertaking, or a relevant part of the undertaking, immediately before its transfer to the Supplier. 2.7 The Supplier shall indemnify the Customer in full and upon demand against any claim made against the Customer at any time by any person currently or previously employed by the Service Provider may constitute a Relevant Transfer in respect Customer or by the Supplier for breach of the Incoming Employees. 36.2 The Service Provider is responsible for contract, loss of office, unfair dismissal, redundancy, loss of earnings or otherwise (and all emoluments and outgoings in respect of the Incoming Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. 36.3 The Service Provider indemnifies the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and penalties, awards, legal costs, expenses and any other liabilities which incurred by the transferor may incur in respect Customer) resulting from any act or omission of the emoluments and outgoings referred to in clause 36.2. 36.4 The Purchaser may by notice require Supplier on or after the Service Provider to disclose date of this Agreement, except where such information claim arises as the Purchaser may require relating to those a result of the Service Provider’s employees and Staff carrying out activities under any breach of obligations (whether contractual, statutory, at common law or connected with the Contract. 36.4.1 The Service Provider shall fully and accurately disclose to the Purchaser, prospective service provider or to any person nominated otherwise) by the Purchaser information relating to employees engaged in providing the Services in relation to the Contract in particular, but not necessarily restricted to, the following: (a) the total number of personnel whose employment with the Service Provider is liable to be terminated at the expiry of this Contract but for any operation of law; and (b) for each person, age and gender, details of their salary, date of commencement of continuous employment and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of Staff do not have to be given); and (c) information about the other terms and conditions on which the affected Staff are employed, or about where that information can be found; and (d) details of pensions entitlements, if any. 36.5 The Service Provider must disclose by notice all such information as is required by the Purchaser under this clause 36, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Act 1998 does not prevent the disclosure of anonymised data that is not personal data within the meaning of that Act.Customer

TRANSFER OF UNDERTAKINGS. 36.1 2.1 Where, in the opinion of the Service Provider and/or the Customer’s Authorised Representative, the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are likely to apply on the termination or expiration of this Agreement, the information to be provided by the Service Provider under paragraph 1.5 shall include, as applicable, accurate information relating to the Staff or Agency Workers who would be transferred under the same terms of employment under those Regulations, including in particular:- 2.2 the number of Staff or Agency Workers who would be transferred, but with no obligation on the Service Provider to specify their names; 2.3 in respect of each of those members of Staff or Agency Workers their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment; 2.4 the general terms and conditions applicable to those members of Staff or Agency Workers, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits. 2.5 The Parties agree Service Provider agrees that if upon termination of this Framework Agreement, circumstances arise in which the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are applicable, the Service Provider shall in good faith co- operate with the Customer in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the relevant employees as may be acceptable to the Parties 2.6 The Service Provider shall comply with the requirements of those Regulations in respect any personnel who will have been employed in the undertaking, or a relevant part of the undertaking, immediately before its transfer to the Service Provider. 2.7 The Service Provider shall indemnify the Customer in full and upon demand against any claim made against the Customer at any time by any person currently or previously employed by the Customer or by the Service Provider for breach of contract, loss of office, unfair dismissal, redundancy, loss of earnings or otherwise (and all damages, penalties, awards, legal costs, expenses and any other liabilities incurred by the Customer) resulting from any act or omission of the Service Provider on or after the date of this Agreement, except where such claim arises as a result of any breach of obligations (whether contractual, statutory, at common law or otherwise) by the Customer. 2.8 Where it is considered, in the opinion of the Service Provider and the Customer’s Authorised Representative, that the commencement Transfer of Undertakings (Protection of Employment) Regulations 2006 (as may be amended) shall apply on the expiry or termination of this agreement and shall operate so as to transfer the contracts of employment of any employees engaged in the provision of the Services by to the Customer, the Customer shall indemnify, and keep indemnified, the Service Provider may constitute from and against all employment liabilities arising directly as a Relevant Transfer in respect result of the Incoming Employees. 36.2 The Service Provider is responsible for all emoluments and outgoings in respect acts or omissions of the Incoming Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole Customer on or in part to the period from after the date of the Relevant Transfer, including bonuses employee transfer envisaged by this paragraph and which relate to claims brought by any of the employees or commission which are payable by a Trade Union or other employee representative against the Service Provider in respect of or in any way relating to any period on or before after the date of the Relevant Transfer but attributable in whole or in part to the period from the date employee transfer. 1. INTRODUCTION 1.1 The contact details of the Relevant TransferController’s Data Protection Officer are: [Insert Contact details]. 36.3 1.2 The Service Provider indemnifies the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and any other liabilities which the transferor may incur in respect contact details of the emoluments and outgoings referred to in clause 36.2Processor’s Data Protection Officer are: [Insert Contact details]. 36.4 1.3 The Purchaser may Processor shall comply with any further written instructions with respect to processing by notice require the Service Provider to disclose Controller. 1.4 Any such information as the Purchaser may require relating to those further instructions shall be incorporated into this Schedule 9. [IF THE CUSTOMER WISHES THE SERVICE PROVIDER TO PERFORM ANY PROCESSING OF PERSONAL DATA ON THE CUSTOMER’S BEHALF THE CUSTOMER SHOULD COMPLETE THE DETAILS OF THAT PROCESSING IN THE SECOND COLUMN OF THIS TABLE TO ASSURE ITSELF OF COMPLIANCE WITH DATA PROTECTION LEGISLATION] Description Details Identity of the Service Provider’s employees Controller and Staff carrying out activities under or connected with Processor The Parties acknowledge that for the Contract. 36.4.1 The Service Provider shall fully and accurately disclose to purposes of the Purchaser, prospective service provider or to any person nominated by the Purchaser information relating to employees engaged in providing the Services in relation to the Contract in particular, but not necessarily restricted toData Protection Legislation, the following: (a) Customer is the total number of personnel whose employment with Controller and the Service Provider is liable to be terminated at the expiry of this Contract but for any operation of law; and (b) for each person, age and gender, details of their salary, date of commencement of continuous employment and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of Staff do not have to be given); and (c) information about the other terms and conditions on which the affected Staff are employed, or about where that information can be found; and (d) details of pensions entitlements, if any. 36.5 The Service Provider must disclose by notice all such information as is required by the Purchaser under this clause 36, within such reasonable period specified by the PurchaserProcessor in accordance with Condition 17.1. The Service Provider acknowledges that the Data Protection Act 1998 does not prevent the disclosure of anonymised data that is not personal data within the meaning of that Act.[

TRANSFER OF UNDERTAKINGS. 36.1 2.1 Where, in the opinion of the MSP and/or the Authorised Representative, the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are likely to apply on the termination or expiration of the Agreement, the information to be provided by the MSP under paragraph 1.5 shall include, as applicable, accurate information relating to the Staff or Agency Workers who would be transferred under the same terms of employment under those Regulations, including in particular:- 2.2 the number of Staff or Agency Workers who would be transferred, but with no obligation on the MSP to specify their names; 2.3 in respect of each of those members of Staff or Agency Workers their age, sex, salary, length of service, hours of work, overtime hours and rates, any other factors affecting redundancy entitlement and any outstanding claims arising from their employment; 2.4 the general terms and conditions applicable to those members of Staff or Agency Workers, including probationary periods, retirement age, periods of notice, current pay agreements, working hours, entitlement to annual leave, sick leave, maternity and special leave, terms of mobility, any loan or leasing schemes, any relevant collective agreements, facility time arrangements and additional employment benefits. 2.5 The Parties agree MSP agrees that if upon termination of this Framework Agreement, circumstances arise in which the commencement Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended are applicable, the MSP shall in good faith co-operate with the Council in the disclosure of information and the provision of other assistance so as to facilitate such outcome in relation to the Services relevant employees as may be acceptable to the Parties 2.6 The MSP shall comply with the requirements of those Regulations in respect any personnel who will have been employed in the undertaking, or a relevant part of the undertaking, immediately before its transfer to the MSP. 2.7 The MSP shall indemnify the Council in full and upon demand against any claim made against the Council at any time by any person currently or previously employed by the Service Provider may constitute a Relevant Transfer in respect Council or by the MSP for breach of the Incoming Employees. 36.2 The Service Provider is responsible for contract, loss of office, unfair dismissal, redundancy, loss of earnings or otherwise (and all emoluments and outgoings in respect of the Incoming Employees (including, without limitation, all wages, bonuses, commission, premiums, subscriptions, pay as you earn and national insurance contributions and pension contributions) which are attributable in whole or in part to the period from the date of the Relevant Transfer, including bonuses or commission which are payable on or before the date of the Relevant Transfer but attributable in whole or in part to the period from the date of the Relevant Transfer. 36.3 The Service Provider indemnifies the transferor against all actions, suits, claims, demands, losses, charges, damages, costs and penalties, awards, legal costs, expenses and any other liabilities which incurred by the transferor may incur in respect Council) resulting from any act or omission of the emoluments and outgoings referred to in clause 36.2. 36.4 The Purchaser may MSP on or after the date of this Agreement, except where such claim arises as a result of any breach of obligations (whether contractual, statutory, at common law or otherwise) by notice require the Service Provider to disclose such information as the Purchaser may require relating to those of the Service Provider’s employees and Staff carrying out activities under or connected with the Contract. 36.4.1 The Service Provider shall fully and accurately disclose Council SCHEDULE 9 to the Purchaser, prospective COUNCIL AGREEMENT The following service provider or to any person nominated by the Purchaser information relating to employees engaged in providing the Services in relation to the Contract in particular, but not necessarily restricted to, the followingrequirements are core for all Customers: (a) the total number of personnel whose employment with the Service Provider is liable to be terminated at the expiry of this Contract but for any operation of law; and (b) for each person, age and gender, details of their salary, date of commencement of continuous employment and pay settlements covering that person which relate to future dates but which have already been agreed and their redundancy entitlements (the names of individual members of Staff do not have to be given); and (c) information about the other terms and conditions on which the affected Staff are employed, or about where that information can be found; and (d) details of pensions entitlements, if any. 36.5 The Service Provider must disclose by notice all such information as is required by the Purchaser under this clause 36, within such reasonable period specified by the Purchaser. The Service Provider acknowledges that the Data Protection Act 1998 does not prevent the disclosure of anonymised data that is not personal data within the meaning of that Act.