Common use of TUPE Clause in Contracts

TUPE. 12.1 The University and the Supplier agree that where all or part of the Services cease to be provided by the Supplier for any reason and where all or part of the Services continue to be provided to the University by a New Supplier then the Transferring Employees may be the subject of a Relevant Transfer to the New Contractor under the TUPE Regulations with effect from the Termination Date. 12.2 Within 10 Working Days of service of a request, the Supplier shall provide to the University a list of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New Supplier, the Parties shall co- operate in seeking to ensure the orderly transfer of the Transferring Employees to the New Supplier. 12.4 The Supplier shall, at no cost to the University, within 10 Working Days of service of a request, to the extent lawfully permitted, provide the University with: (a) a list of the Potential Returning Employees, including details of their job titles, age, length of continuous service, current remuneration, benefits and notice; (b) a list of agency workers, agents and independent contractors engaged by the Supplier; (c) the total payroll xxxx of the Potential Returning Employees; (d) the terms and conditions of the Potential Returning Employees; (e) details of any current disciplinary or grievance proceedings on-going or circumstances likely to give rise to such proceedings in respect of the Potential Returning Employees; (f) details of any claims, current or threatened, brought by the Potential Returning Employees or their representatives; (g) details of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect of the Potential Returning Employees including the identities of any such employees in receipt of benefits under any such scheme; (h) details of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (i) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or claims for recognition by any trade union. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 At intervals to be stipulated by the University (which shall not be more frequent than every 30 days) and immediately prior to the Termination Date, the Supplier shall deliver to the University a complete update of all such information as shall have been deliverable pursuant to clause 12.

TUPE. 12.1 The University and the Supplier agree that where all or part of the Services cease to be provided by the Supplier for any reason and where all or part of the Services continue to be provided to the University by a New Supplier then the Transferring Employees may be the subject of a Relevant Transfer to the New Contractor under the TUPE Regulations with effect from the Termination Date. 12.2 Within 10 Working Days of service of a request, the Supplier shall provide to the University a list of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New Supplier, the Parties shall co- operate cooperate in seeking to ensure the orderly transfer of the Transferring Employees to the New Supplier. 12.4 The Supplier shall, at no cost to the University, within 10 Working Days of service of a request, to the extent lawfully permitted, provide the University with: (a) a list of the Potential Returning Employees, including details of their job titles, age, length of continuous service, current remuneration, benefits and notice; (b) a list of agency workers, agents and independent contractors engaged by the Supplier; (c) the total payroll xxxx bill of the Potential Returning Employees; (d) the terms and conditions of the Potential Returning Employees; (e) details of any current disciplinary or grievance proceedings on-going or circumstances likely to give rise to such proceedings in respect of the Potential Returning Employees; (f) details of any claims, current or threatened, brought by the Potential Returning Employees or their representatives; (g) details of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect of the Potential Returning Employees including the identities of any such employees in receipt of benefits under any such scheme; (h) details of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (i) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or claims for recognition by any trade union. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 At intervals to be stipulated by the University (which shall not be more frequent than every 30 days) and immediately prior to the Termination Date, the Supplier shall deliver to the University a complete update of all such information as shall have been deliverable pursuant to clause 12.

TUPE. 12.1 16.1. The University Parties agree that it is the intention that the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended or replaced (the “TUPE Regulations”) will not apply to transfer any employees from the Buyer or any of the Buyer’s affiliates or subcontractors to any of the Supplier Parties, as a result of the arrangements contemplated under the Agreement or otherwise, and the Supplier agree Buyer shall use reasonable endeavours to organise the Buyer’s activities so that where all no individual is assigned to the Agreement, or part the Services, for the purposes of the Services cease to be provided TUPE Regulations. 16.2. If notwithstanding clause 16.1, any person who is or has been employed or engaged by the Supplier for Buyer or any reason and where all or part of the Services continue Buyer’s affiliates or subcontractors, transfers or claims to be provided have transferred (or any trade union or employee representative so claims on their behalf) to any of the University by a New Supplier then Parties or any of the Transferring Employees may be the subject of a Relevant Transfer to the New Contractor Supplier’s subcontractors, under the TUPE Regulations or otherwise as a result of the arrangements contemplated under the Agreement, the Buyer shall indemnify and keep indemnified the Supplier, all other Supplier Parties and any of the Supplier’s subcontractors, from and against any and all losses, claims, liabilities, costs, expenses (including legal fees), demands, fines, penalties, interest and damages whatsoever arising (whether directly or indirectly) out of or in connection with effect from the Termination Dateemployment or termination of employment of such person. 12.2 Within 10 Working Days 16.3. The Parties agree that it is the intention that the Transfer of service Undertakings (Protection of Employment) Regulations 2006 as amended or replaced (the “TUPE Regulations”) will not apply to transfer any employees from any of the SupplierParties to the Buyer or any of the Buyer’s affiliates or subcontractors as a requestresult of the arrangements contemplated under the Agreement or otherwise, and the Supplier shall use reasonable endeavours to organise its activities so that no individual is assigned to the Agreement, or the Services, for the purposes of the TUPERegulations. 16.4. If notwithstanding clause 16.3, any person who is or has been employed or engaged by any of the Supplier Parties,transfers or claims to have transferred (or any trade union or employee representative so claims on their behalf) to theBuyer or any of the Buyer affiliates or subcontractors, under the TUPE Regulations or otherwise as a result of the arrangements contemplated under the Agreement, the Supplier shall provide to indemnify and keep indemnified the University a list Buyer, theBuyer’s affiliates and any of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New SupplierBuyer’s subcontractors, the Parties shall co- operate in seeking to ensure the orderly transfer of the Transferring Employees to the New Supplier. 12.4 The Supplier shallfrom and against any and all losses, at no cost to the University, within 10 Working Days of service of a request, to the extent lawfully permitted, provide the University with: (a) a list of the Potential Returning Employees, including details of their job titles, age, length of continuous service, current remuneration, benefits and notice; (b) a list of agency workers, agents and independent contractors engaged by the Supplier; (c) the total payroll xxxx of the Potential Returning Employees; (d) the terms and conditions of the Potential Returning Employees; (e) details of any current disciplinary or grievance proceedings on-going or circumstances likely to give rise to such proceedings in respect of the Potential Returning Employees; (f) details of any claims, current liabilities, costs,expenses (including legal fees), demands, fines, penalties, interest and damages whatsoever arising (whether directly or threatened, brought by the Potential Returning Employees or their representatives; (gindirectly) details out of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect connection with the employment or termination of the Potential Returning Employees including the identities employment of any such employees in receipt of benefits under any such scheme; (h) details of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (i) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or claims for recognition by any trade unionperson. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 At intervals to be stipulated by the University (which shall not be more frequent than every 30 days) and immediately prior to the Termination Date, the Supplier shall deliver to the University a complete update of all such information as shall have been deliverable pursuant to clause 12.

TUPE. 12.1 14.1 The University Parties hereby acknowledge that, pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”), there shall be a relevant transfer on the Commencement Date and the Supplier agree that where all contracts of employment of those employees who are wholly or part of mainly assigned in the Services cease to be provided by immediately before the Supplier for any reason and where all or part of the Services continue to be provided to the University by a New Supplier then Commencement Date (“the Transferring Employees may be Employees”) shall take effect as if originally made between the subject Service Provider and the employees (save for those who object pursuant to Regulation 4(7) of a Relevant Transfer to the New Contractor under the TUPE Regulations with effect from the Termination DateTUPE. 12.2 Within 10 Working Days of service of a request, the Supplier 14.2 The Service Provider shall provide to the University a list of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New Supplier, the Parties shall co- operate be responsible for all emoluments and outgoings in seeking to ensure the orderly transfer respect of the Transferring Employees (including without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the New Supplierperiod after the Commencement Date (including any bonuses, commission, premiums, subscriptions and any other prepayments which are payable before the Commencement date but which are attributable in whole or in part to the period after the Commencement Date. 12.4 The Supplier shall, at no cost 14.3 Not later than twelve months prior to the Universityend of the Contract Period, within 10 Working Days of service of a request, the Service Provider shall fully and accurately disclose to the extent lawfully permitted, provide Customer all information that the University withCustomer may reasonably request in relation to the Service Provider’s Staff including the following: (a) a list the total number of the Potential Returning EmployeesService Provider’s Staff whose employment/engagement shall terminate at the end of the Contract Period, including details save for any operation of their job titles, age, length of continuous service, current remuneration, benefits and notice;Law; and (b) a list the age, gender, salary or other remuneration, future pay settlements and redundancy and pension entitlements of agency workers, agents and independent contractors engaged by the Supplier;Service Provider’s Staff referred to in clause 14.3(a); and (c) the total payroll xxxx of the Potential Returning Employees; (d) the terms and conditions of the Potential Returning Employees;employment/engagement of the Service Provider’s Staff referred to in clause 14.3(a), their job titles and qualifications; and (ed) details of any current disciplinary or grievance proceedings on-going ongoing or circumstances likely to give rise to such proceedings in respect of the Potential Returning Employees; (f) and details of any claims, claims current or threatened, brought by the Potential Returning Employees or their representatives; (g) details of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect of the Potential Returning Employees including the identities of any such employees in receipt of benefits under any such scheme; (h) details of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (ie) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or and claims for recognition by any trade union. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 14.4 At intervals to be stipulated by the University Customer (which shall not be more frequent than every 30 thirty days) and immediately prior to the Termination Date, end of the Supplier Contract Period the Service Provider shall deliver to the University Customer a complete update of all such information as which shall have been deliverable be disclosable pursuant to clause 1214.3 14.5 At the time of providing the disclosed information pursuant to clauses 14.3 and 14.4, the Service Provider shall warrant the completeness and accuracy of all such information and the Customer may assign the benefit of this warranty to any Replacement Service Provider. 14.6 The Customer may use the information it receives from the Service Provider pursuant to clauses 14.3 and 14.4 for the purposes of TUPE and/or any retendering process in order to ensure an effective handover of all work in progress at the end of the Contract Period. The Service Provider shall provide the Replacement Service Provider with such assistance as it shall reasonably request. 14.7 The Service Provider shall indemnify and keep indemnified and hold the Customer (both for themselves and any Replacement Service Provider) harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or any Replacement Service Provider may suffer or incur as a result of or in connection with: (a) the provision of information pursuant to clause 14; and (b) any claim or demand by any Returning Employee (whether in contract, tort, under statute, pursuant to European Law or otherwise) in each and every case arising directly or indirectly from any act, fault or omission of the Service Provider or any Sub-Contractor in respect of any Returning Employee on or before the end of the Contract Period; and (c) any failure by the Service Provider or any Sub-Contractor to comply with its obligations under Regulation 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 Customer or a Replacement Service Provider to comply with its duties under Regulation 13 of the Regulations; and (d) 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 Returning Employees arising from or connected with any failure by the Service Provider or any Sub-Contractor to comply with any legal obligation to such trade union, body or person; and (e) any claim by any person who is transferred by the Service Provider to the Customer and/or a Replacement Service Provider whose name is not included in the list of Returning Employees. 14.8 If the Service Provider becomes aware that the information it provided pursuant to clause 14.3 has become untrue, inaccurate or misleading, it shall notify the Customer and provide the Customer with up to date information. 14.9 This clause 14 applies during the Contract Period and indefinitely thereafter. 14.10 The Service Provider undertakes to the Customer that, during the twelve months prior to the end of the Contract Period the Service Provider shall not (and shall procure that any Sub-Contractor shall not) without the prior consent of the Customer (such consent not to be unreasonably withheld or delayed): (a) amend or vary (or purport or promise to amend or vary) the terms and conditions of the employment or engagement including for the avoidance of doubt pay of any of the Staff (other than where such amendment or variation has previously been agreed between the Service Provider and the Staff in the normal course of business, and where any such amendment or variation is not in any way related to the transfer of the Services); (b) terminate or give notice to terminate the employment or engagement of any of the Staff (other than in circumstances in which the termination is for reasons of misconduct or lack of capacity); (c) transfer away, remove, reduce or vary the involvement of any of the Staff from or in the provision of the Services (other than where such transfer or removal: (i) was planned as part of the individual’s career development;

TUPE. 12.1 The University 23.1 If as a result of the commencement of this Agreement there is deemed to take place the transfer of an undertaking ("Transfer") for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or any successor or similar laws or regulations and as replaced or amended from time to time ("TUPE") so that any contract of employment or any of your employees has effect as if made between such employee and HUB-FS (except in relation to occupational pension scheme benefits excluded under Regulation 10 of TUPE which will be subject to the provisions of the Pensions Xxx 0000 and the Supplier agree that where Transfer of Employment (Pension Protection) Regulations 2005) (such employee hereafter referred to as a "Transferring Employee") then: 23.1.1 you shall at your own expense, work in good faith with us in performing all actions required pursuant to the Transfer, including (but not limited to) co-operating in the conduct of any pre-transfer information or part consultation process; 23.1.2 all employment costs in respect of the Services cease period up to and including the Transfer date (whether or not due for payment at that date) will be provided your responsibility; 23.1.3 you shall indemnify and keep us indemnified from and against all claims, actions, proceedings, damages, compensation, awards, fines, costs (including reasonable legal costs), expenses and all other liabilities whatsoever incurred by the Supplier for any reason and where all us directly or part of the Services continue to be provided to the University by a New Supplier then the Transferring Employees may be the subject of a Relevant Transfer to the New Contractor under the TUPE Regulations with effect from the Termination Date. 12.2 Within 10 Working Days of service of a request, the Supplier shall provide to the University a list of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New Supplier, the Parties shall co- operate indirectly in seeking to ensure the orderly transfer of the Transferring Employees to the New Supplier. 12.4 The Supplier shall, at no cost to the University, within 10 Working Days of service of a request, to the extent lawfully permitted, provide the University connection with: (a) a list the termination of the Potential Returning Employees, including details employment of their job titles, age, length of continuous service, current remuneration, benefits and noticeany Transferring Employee by us; (b) a list any act or omission by you in respect of agency workers, agents and independent contractors engaged by any such Transferring Employee on or prior to the Supplierdate on which the Transfer is deemed to have taken place ("Transfer Date"); (c) any failure by you to give accurate and full Employee Liability Information concerning the total payroll xxxx Transferring Employees in accordance with Regulation 11 of the Potential Returning EmployeesTUPE; (d) any claim by any of the Transferring Employees that such person is entitled to take redundancy and/or early retirement benefits pursuant to the terms and conditions of the Potential Returning Employees;any pension scheme; and (e) details of any current disciplinary claim (whenever arising) by any person other than the Transferring Employees employed or grievance proceedings on-going engaged by the you arising from or circumstances likely to give rise to such proceedings in respect connection with any act or omission by you. PROVIDED THAT you shall not have any liability under this clause 23 unless we shall have first consulted with you and acted in accordance with the your reasonable instructions before taking any action in connection with any Transferring Employee including without limitation the termination of the Potential Returning Employees; (f) details of any claims, current or threatened, brought by the Potential Returning Employees or their representatives; (g) details of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect of the Potential Returning Employees including the identities employment of any such Transferring Employee. 23.2 On the termination of this Agreement (in whole or in part): 23.2.1 you will, and will procure that any successor product provider ("Replacement Product Provider") to us will employ those persons employed by us wholly or mainly in connection with the provision of the Business to you and who are so employed at the termination date with continuity preserved with effect from the termination date on substantially the same terms and conditions; 23.2.2 you will, and will procure that any Replacement Product Provider will provide us with any information that we may require in order to comply with our obligations to inform and consult with our employees in receipt accordance with our obligations under TUPE. You will keep indemnified and hold us harmless from and against all claims, actions, proceedings, damages, compensation, awards, fines (including reasonable legal costs) expenses and all other liabilities incurred by us arising out of benefits or in connection with (whether directly or indirectly) any failure by you or Replacement Product Provider (as appropriate) to provide sufficient information to us to enable us to comply with our information and consultation obligations under any such scheme; (h) details TUPE on the termination of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (i) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or claims for recognition by any trade unionthis Agreement. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 At intervals to be stipulated by the University (which shall not be more frequent than every 30 days) and immediately prior to the Termination Date, the Supplier shall deliver to the University a complete update of all such information as shall have been deliverable pursuant to clause 12.

TUPE. 12.1 14.1 The University Parties hereby acknowledge that, pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”), there shall be a relevant transfer on the Commencement Date and the Supplier agree that where all contracts of employment of those employees who are wholly or part of mainly assigned in the Services cease to be provided by immediately before the Supplier for any reason and where all or part of the Services continue to be provided to the University by a New Supplier then Commencement Date (“the Transferring Employees may be Employees”) shall take effect as if originally made between the subject Service Provider and the employees (save for those who object pursuant to Regulation 4(7) of a Relevant Transfer to the New Contractor under the TUPE Regulations with effect from the Termination DateTUPE. 12.2 Within 10 Working Days of service of a request, the Supplier 14.2 The Service Provider shall provide to the University a list of the employees of the Supplier which the Supplier believes are Potential Returning Employees. 12.3 Where the University is to appoint a New Supplier, the Parties shall co- operate be responsible for all emoluments and outgoings in seeking to ensure the orderly transfer respect of the Transferring Employees (including without limitation, all wages, bonuses, commission, premiums, subscriptions, PAYE and national insurance contributions and pension contributions) which are attributable in whole or in part to the New Supplierperiod after the Commencement Date (including any bonuses, commission, premiums, subscriptions and any other prepayments which are payable before the Commencement date but which are attributable in whole or in part to the period after the Commencement Date. 12.4 The Supplier shall, at no cost 14.3 Not later than twelve months prior to the Universityend of the Term, within 10 Working Days of service of a request, the Service Provider shall fully and accurately disclose to the extent lawfully permitted, provide Customer all information that the University withCustomer may reasonably request in relation to the Service Provider’s Staff including the following: (a) a list the total number of the Potential Returning EmployeesService Provider’s Staff whose employment/engagement shall terminate at the end of the Term, including details save for any operation of their job titles, age, length of continuous service, current remuneration, benefits and notice;Law; and (b) a list the age, gender, salary or other remuneration, future pay settlements and redundancy and pension entitlements of agency workers, agents and independent contractors engaged by the Supplier;Service Provider’s Staff referred to in clause 14.3(a); and (c) the total payroll xxxx of the Potential Returning Employees; (d) the terms and conditions of the Potential Returning Employees;employment/engagement of the Service Provider’s Staff referred to in clause 14.3(a), their job titles and qualifications; and (ed) details of any current disciplinary or grievance proceedings on-going ongoing or circumstances likely to give rise to such proceedings in respect of the Potential Returning Employees; (f) and details of any claims, claims current or threatened, brought by the Potential Returning Employees or their representatives; (g) details of all death, disability benefit or permanent health insurance schemes and other similar arrangements with or in respect of the Potential Returning Employees including the identities of any such employees in receipt of benefits under any such scheme; (h) details of any enhanced sick pay, maternity, paternity or other parental leave or pay, details of any enhanced termination or redundancy entitlements; and (ie) details of all collective agreements relating to or affecting the Potential Returning Employees with a brief summary of the current state of negotiations with such bodies and with details of any current industrial disputes or and claims for recognition by any trade union. 12.5 The University shall keep such information confidential and shall only use it for the purpose of a tender exercise for a continuation of the Services, in which case the information may be disclosed to a prospective tenderer, or for its own internal purposes. 12.6 14.4 At intervals to be stipulated by the University Customer (which shall not be more frequent than every 30 thirty days) and immediately prior to the Termination Date, end of the Supplier Term the Service Provider shall deliver to the University Customer a complete update of all such information as which shall have been deliverable be disclosable pursuant to clause 1214.3. 14.5 At the time of providing the disclosed information pursuant to clauses 14.3 and 14.4, the Service Provider shall warrant the completeness and accuracy of all such information and the Customer may assign the benefit of this warranty to any Replacement Service Provider. 14.6 The Customer may use the information it receives from the Service Provider pursuant to clauses 14.3 and 14.4 for the purposes of TUPE and/or any retendering process in order to ensure an effective handover of all work in progress at the end of the Term. The Service Provider shall provide the Replacement Service Provider with such assistance as it shall reasonably request. 14.7 The Service Provider shall indemnify and keep indemnified and hold the Customer (both for themselves and any Replacement Service Provider) harmless from and against all actions, suits, claims, demands, losses, charges, damages, costs and expenses and other liabilities which the Customer or any Replacement Service Provider may suffer or incur as a result of or in connection with: (a) the provision of information pursuant to clause 14; and (b) any claim or demand by any Returning Employee (whether in contract, tort, under statute, pursuant to Law or otherwise) in each and every case arising directly or indirectly from any act, fault or omission of the Service Provider or any Sub-Contractor in respect of any Returning Employee on or before the end of the Term; and (c) any failure by the Service Provider or any Sub-Contractor to comply with its obligations under Regulation 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 Customer or a Replacement Service Provider to comply with its duties under Regulation 13 of the Regulations; and (d) 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 Returning Employees arising from or connected with any failure by the Service Provider or any Sub-Contractor to comply with any legal obligation to such trade union, body or person; and (e) any claim by any person who is transferred by the Service Provider to the Customer and/or a Replacement Service Provider whose name is not included in the list of Returning Employees. 14.8 If the Service Provider becomes aware that the information it provided pursuant to clause 14.3 has become untrue, inaccurate or misleading, it shall notify the Customer and provide the Customer with up to date information. 14.9 This clause 14 applies during the Term and indefinitely thereafter. 14.10 The Service Provider undertakes to the Customer that, during the twelve months prior to the end of the Term the Service Provider shall not (and shall procure that any Sub-Contractor shall not) without the prior consent of the Customer (such consent not to be unreasonably withheld or delayed): (a) amend or vary (or purport or promise to amend or vary) the terms and conditions of the employment or engagement including for the avoidance of doubt pay of any of the Staff (other than where such amendment or variation has previously been agreed between the Service Provider and the Staff in the normal course of business, and where any such amendment or variation is not in any way related to the transfer of the Services); (b) terminate or give notice to terminate the employment or engagement of any of the Staff (other than in circumstances in which the termination is for reasons of misconduct or lack of capacity); (c) transfer away, remove, reduce or vary the involvement of any of the Staff from or in the provision of the Services (other than where such transfer or removal: (i) was planned as part of the individual’s career development; (ii) takes place in the normal course of business; and (iii) shall not have any adverse impact upon the delivery of the Services by the Service Provider, PROVIDED THAT any such transfer, removal, reduction or variation is not in any way related to the transfer of the Services; (d) recruit or bring in any new or additional individuals to provide the Services who were not already involved in providing the Services prior to the relevant period.