Common use of TRANSFER OF UNDERTAKINGS Clause in Contracts

TRANSFER OF UNDERTAKINGS. Relevant Transfer on the starting date The Parties hereby acknowledge that, pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("TUPE"), there may be a relevant transfer on the starting date and the contracts of employment for those employees who are wholly or mainly assigned in the services immediately before the starting date ("the Transferring-In Employees") will take effect as if originally made between the Solicitor and the employees (save for those who object pursuant to Regulation 4(7) of TUPE). Client Indemnity in respect of Transferring-In Employees The Client shall indemnify and keep indemnified and hold the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Solicitor may suffer or incur as a result of or in connection with: any claim or demand by any Transferring-In Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) in each case arising directly or indirectly from any act, fault or omission of the Client Related Party in respect of any Transferring-In Employee on or before the Starting date; any failure by the Client Related Party to comply with its obligations under Regulations 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE save where such failure arises from the failure of the Solicitor to comply with its duties under Regulation 13 of TUPE; any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Transferring-In Employees arising from or connected with any failure by the Client Related Party to comply with any legal obligation to such trade union, body or person. Solicitor Indemnity in respect of Transferring-In Employees The Solicitor shall indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which an Client Related Party may suffer or incur as a result of or in connection with any claim or demand by any employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) who would, but for any act, fault or omission of the Solicitor on or after the starting date, be a Transferring-In Employee. Payments to Employees (1) The Client shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period up to and including the starting date (including bonuses or commission which are payable after the starting date but attributable to the period on or before the starting date), and will indemnify and keep indemnified and hold the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Solicitor may incur in respect of the same. (2) The Solicitor shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period after the starting date (including any bonuses, commission, premia, subscriptions and any other pre-payments which are payable before the starting date but which are attributable to the period after the starting date) and will indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, damages, costs and expenses and other liabilities which the Client may incur as a result of the same. Disclosure of Information (1) Not later than twelve (12) Months prior to the Completion Date or such other period as may be specified by the Client, the Solicitor shall fully and accurately disclose to the Client all information that the Client may reasonably request in relation to the Solicitor’s Personnel including the following Re-tendering Employment Information: the total number of Solicitor’s Personnel whose employment/ engagement shall terminate at the Completion Date, save for any operation of law (the total number of Transferring-Out Employees); current salary; length of service; hours of work; arrangements for overtime; factors that may affect redundancy entitlement; outstanding industrial injury or other claims; probationary periods; periods of notice for termination of employment; current pay agreement and any agreed settlement yet to come into effect; age;

TRANSFER OF UNDERTAKINGS. Relevant Transfer on 19.1 It is expressly acknowledged by JCD that the starting date The Parties hereby acknowledge that, provision of the Services pursuant to this Agreement may constitute the transfer of a business within the meaning of the European Communities (Protection of Employees on the Transfer of Undertakings (Protection of EmploymentUndertakings) Regulations 2006 2003 ("TUPE"the “Regulations”), there may . 19.2 It is accepted that if the Regulations apply or will apply to the Services (or part of the Services) on termination of this Agreement and to any of the JCD Staff or any other employees of JCD (including any person claiming to be a relevant transfer on the starting date and the contracts an employee or former employee of employment for those employees who are JCD) wholly or mainly assigned to the provision of the Services (the “Affected Employees”) the following provisions shall apply: (a) JCD shall provide the Council, as soon as practicable, with information including addresses, remuneration details, dates of commencement of employment, hours of work, accrued holiday entitlement, job descriptions, copy contracts of employment or written statements of terms and conditions in compliance with the Terms of Employment (Information) Acts 1994 and 2001, details of employee claims or other liabilities, collective agreements, customs and practices applicable to Affected Employees and any other details reasonably requested by the Council; (b) JCD and the Council agree that each severally shall comply with its respective obligations to inform and/or consult Affected Employees (or affected employees in the services immediately before case of the starting Council) under Regulation 8 of the Regulations about the transfer of some or all of the Services; (c) JCD shall indemnify and keep indemnified the Council and any New Service Provider against any and all Liabilities arising from or incurred by reason of any claims made under the Regulations or any claims made by any Affected Employees in circumstances where such claim relates to: (i) JCD‟s failure to comply with its obligations under the Regulations; (ii) any and all Liabilities arising out of or in connection with the deemed transfer of Affected Employees under the Regulations (including, if applicable, the termination of the Affected Employees‟ employment by JCD and/or the Council or New Service Provider) or the termination of the employment of another employee of the Council or New Service Provider where the Council, or as the case may be a New Service Provider, is required by law to terminate the employment of the other employee instead; (iii) any event or occurrence related to or arising out of the employment of an Affected Employee prior to the date of termination of this Agreement for which JCD is liable; or ("iv) any material term of any contract of employment (whether written or oral) not disclosed to the Transferring-In Employees") will take Council or disclosed inaccurately in a material respect to the Council and which term has effect as if originally made between the Solicitor and the employees (save for those who object pursuant to Regulation 4(7) of TUPE). Client Indemnity in respect of Transferring-In Employees The Client shall indemnify and keep indemnified and hold the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Solicitor may suffer Council or incur as a result of or in connection with: any claim or demand by any Transferring-In Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) in each case arising directly or indirectly from any act, fault or omission of the Client Related Party in respect of any Transferring-In Employee on or before the Starting date; any failure by the Client Related Party to comply with its obligations under Regulations 13 or 14 of TUPE or any award of compensation under Regulation 15 of TUPE save where such failure arises from the failure of the Solicitor to comply with its duties under Regulation 13 of TUPE; any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Transferring-In Employees arising from or connected with any failure by the Client Related Party to comply with any legal obligation to such trade union, body or person. Solicitor Indemnity in respect of Transferring-In Employees The Solicitor shall indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which an Client Related Party may suffer or incur as a result of or in connection with any claim or demand by any employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) who would, but for any act, fault or omission of the Solicitor on or after the starting date, be a Transferring-In Employee. Payments to Employees (1) The Client shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period up to and including the starting date (including bonuses or commission which are payable after the starting date but attributable to the period on or before the starting date), and will indemnify and keep indemnified and hold the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Solicitor may incur in respect of the same. (2) The Solicitor shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period after the starting date (including any bonuses, commission, premia, subscriptions New Service Provider and any other pre-payments which are payable before the starting date but which are attributable to the period after the starting date) and will indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, damages, costs and expenses and other liabilities which the Client may incur Affected Employee as a result of the same. Disclosure provisions of Information (1) Not later than twelve (12) Months prior to Regulations 3 or 4 of the Completion Date or such other period as may be specified by the Client, the Solicitor shall fully and accurately disclose to the Client all information that the Client may reasonably request in relation to the Solicitor’s Personnel including the following Re-tendering Employment Information: the total number of Solicitor’s Personnel whose employment/ engagement shall terminate at the Completion Date, save for any operation of law (the total number of Transferring-Out Employees); current salary; length of service; hours of work; arrangements for overtime; factors that may affect redundancy entitlement; outstanding industrial injury or other claims; probationary periods; periods of notice for termination of employment; current pay agreement and any agreed settlement yet to come into effect; age;Regulations.

TRANSFER OF UNDERTAKINGS. Relevant Transfer on the starting date 27.1 The Parties hereby acknowledge that, and agree that if the provision of the Services pursuant to this Services Contract constitute a transfer of a business or undertaking within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("TUPE")Regulations, there may be a relevant transfer on the starting date this Clause 27 shall apply and that the contracts of employment for those employees who of the Employees (save insofar as such contracts relate to employees' rights to old-age, invalidity or survivors’ benefits under supplementary company or inter-company pension schemes which are wholly or mainly assigned in excluded under Regulation 4 of the services immediately before the starting date ("the Transferring-In Employees"Transfer Regulations) will take have effect on and from the Transfer Date as if originally made between the Solicitor Service Provider and the employees Employees (save for those who object pursuant or persons claiming to Regulation 4(7be Employees). 27.2 The Parties agree that: (i) The Service Provider shall comply with all applicable obligations under the Transfer Regulations and failure to so comply will constitute a material breach of TUPE). Client Indemnity in respect of Transferring-In Employees this Services Contract. (ii) If any Employee transfers from the Contracting Authority to the Service Provider, the Contracting Authority shall provide such Employee information as it is able to assist the Service Provider to so comply with the Transfer Regulations. 27.3 The Client Service Provider shall indemnify the Contracting Authority and keep the Contracting Authority indemnified on demand against any and hold all Liabilities relating to Employees (or persons claiming to be an Employee (whether the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which Outgoing Service Provider has notified the Solicitor may suffer Service Provider of such Employee or incur as a result of or in connection withperson claiming to be an Employee) arising from: any claim which relates to the Employee’s employment before, on or demand by any Transferring-In Employee (whether in contract, tort, under statute, pursuant to European Law after the Transfer Date; the employment or otherwise) in each case arising directly or indirectly from any act, fault or omission termination of the Client Related Party in respect of any Transferring-In Employee Employee’s employment by the Service Provider before, on or before after the Starting dateTransfer Date; any substantial or detrimental change in the Employee’s working conditions or remuneration before, on or after the Transfer Date; any failure by the Client Related Party Service Provider to comply with its obligations under Regulations 13 or 14 of TUPE or this clause; or, any award of compensation under Regulation 15 of TUPE save where such failure arises from by the failure of the Solicitor Service Provider to comply with its duties information and consultation obligations under Regulation 13 8 of TUPEthe Transfer Regulations. It is agreed that if the Transfer Regulations apply to any Employee transferring from the Contracting Authority to the Service Provider then the above sub-clauses (i) to (iii) will only apply on and from the Transfer Date for the benefit of the Contracting Authority. 27.4 It is acknowledged and agreed that if, on the termination or expiry of all or part of this Services Contract, the provision of some or all of the Services are transferred to a New Service Provider and such transfer constitutes a transfer of a business or undertaking within the meaning of the Transfer Regulations, then the provisions of clause 27.5 to clause 27.8 below shall apply. 27.5 The Service Provider shall comply with its obligations under the Transfer Regulations, including its information and consultation obligations under Regulation 8 of the Transfer Regulations, and it shall provide the necessary information and assistance to a New Service Provider to allow that party to comply with its obligations (including providing a list of persons considered to be Retransferring Employees). 27.6 The Service Provider shall indemnify the Contracting Authority and any New Service Provider and keep the Contracting Authority and any New Service Provider indemnified on demand against any and all Liabilities relating to Retransferring Employees (or a person claiming his employment should transfer to the New Service Provider) arising from: any claim which relates to the Retransferring Employee’s employment by the Service Provider before the Retransfer Date; the employment or termination of the Retransferring Employee’s employment by the Service Provider before the Retransfer Date; any claim (including any individual employee entitlement under substantial or consequent on such a claim) by any trade union detrimental change in the Retransferring Employee’s working conditions or other body or person representing any Transferring-In Employees arising from or connected with remuneration before the Retransfer Date; any failure by the Client Related Party Service Provider to comply with its obligations under this clause 27.6; any legal obligation failure by the Service Provider to comply with its information and consultation obligations under Regulation 8 of the Transfer Regulations; and the non-disclosure or inaccurate disclosure of Employee Information in accordance with clause 27.12 (Employee Information) below. 27.7 If the provisions of the Transfer Regulations operate to transfer to the New Service Provider a person other than a Retransferring Employee notified to the New Service Provider in accordance with clause 27.5 above: the New Service Provider shall upon becoming aware of the alleged application of the Transfer Regulations to such trade unionperson, body or it will inform the Service Provider and the Service Provider shall within fourteen (14) days: provide all relevant information to the New Service Provider relating to such person and his employment as reasonably requested by the New Service Provider; consult with the New Service Provider in good faith as to the appropriate steps to be taken by the Service Provider and the New Service Provider in relation to that person. Solicitor Indemnity the Service Provider covenants to pay to the New Service Provider on demand an amount equal to: (a) any and all Liabilities arising out of the employment of such person on or prior to the Transfer Date. 27.8 The limitation period in clause 27.7(ii) (a) shall not apply to any claim by the New Service Provider in respect of Transferring-In Employees The Solicitor shall indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which there has been an Client Related Party may suffer or incur as a result of or in connection with any claim or demand by any employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) who would, but for any act, fault omission, concealment or omission misrepresentation by the directors, employees or agents of the Solicitor Service Provider on or after the starting date, be a Transferring-In Employee. Payments to Employees (1) The Client shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period up to and including the starting date (including bonuses or commission which are payable after the starting date but attributable to the period on or before the starting date), and will indemnify and keep indemnified and hold the Solicitor harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Solicitor may incur in respect of the same. (2) The Solicitor shall be responsible for all emoluments and outgoings in respect of the Transferring-In Employees (including, without limitation, all wages, bonuses, commission, premia, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable to the period after the starting date (including any bonuses, commission, premia, subscriptions and any other pre-payments which are payable before the starting date but which are attributable to the period after the starting date) and will indemnify and keep indemnified and hold the Client harmless from and against all actions, suits, claims, damages, costs and expenses and other liabilities which the Client may incur as a result of the same. Disclosure of Information (1) Not later than twelve (12) Months prior to the Completion Retransfer Date that has been either dishonest or fraudulent. 27.9 The Service Provider agrees to assign or otherwise hold for the Contracting Authority with effect from the date of this Services Contract the benefit of any confidentiality or other undertakings or restrictions given to the Service Provider by any Employees where such other period undertakings or restrictions or the benefit thereof are not novated to or otherwise vested in the Contracting Authority or New Service Provider by virtue of the Transfer Regulations and accordingly the Service Provider hereby agrees pending formal assignment or novation of the same and at the request of the Contracting Authority to take such steps, actions and proceedings as may be specified the Contracting Authority shall reasonably require to enforce such undertakings and restrictions (or any of them) for the benefit and at the cost of the Contracting Authority . 27.10 The Contracting Authority holds the benefit of the indemnities in clause 27.3 and 27.6 for itself and in trust for any nominee or New Service Provider, and the Service Provider agrees that when requested to do so by the ClientContracting Authority it will execute an indemnity in similar terms in favour of a New Service Provider. 27.11 Where the Service Provider chooses to provide any part of the service through an associated company, the Solicitor shall fully and accurately disclose to the Client all information that the Client may reasonably request in relation to the Solicitor’s Personnel including the following Recontractor or sub-tendering Employment Informationcontractor: the total number term Service Provider in clauses 27.1, 27.2, 27.3(i)-(iv), 27.5 and 27.6(i)-(vi) shall be interpreted as including such associated company, contractor or sub-contractor of Solicitor’s Personnel whose employment/ engagement the Service Provider as appropriate; and the Service Provider shall terminate at ensure that any such associated company, contractor or sub-contractor of the Completion Date, save for any operation of law (the total number of Transferring-Out Employees); current salary; length of service; hours of work; arrangements for overtime; factors that may affect redundancy entitlement; outstanding industrial injury or other claims; probationary periods; periods of notice for termination of employment; current pay agreement and any agreed settlement yet to come into effect; age;Service Provider complies with its obligations contained therein.