Common use of TUPE Clause in Contracts

TUPE. 5.1. The Supplier shall indemnify AHDB for itself and any future provider of services to AHDB against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier shall not: (a) at any time during the Contract, including any extension, move any staff into the undertaking or relevant part of the undertaking, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the Contract; or (b) make any substantial change in the terms and conditions of employment of any staff engaged in supplying the Goods and Services that is inconsistent with the Supplier’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.2, AHDB shall have the right: (a) to make representations to the Supplier against the change or proposed change; (b) to give notice to the Supplier in accordance with Condition 7 requiring it to remedy the breach within 30 days; and (c) if the Supplier has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract in accordance with Condition 14.4. 5.2.2. If, after due consultation with the Supplier, AHDB reasonably requires and gives the Supplier notice in accordance with Condition 7 that any person is to be removed from involvement in the supply of the Goods and Services, the Supplier shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the Contract, the Supplier shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) the number of staff who would be transferred, but with no obligation on the Supplier to specify their names; (b) in respect of each of those members of staff 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; (c) the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier shall indemnify AHDB against any claim made against AHDB at any time by any person in respect of any liability incurred by AHDB arising from any deficiency or inaccuracy in information which the Supplier is required to provide under Condition 5.3. 5.3.2. AHDB shall take reasonable precautions to ensure that the information referred to in Condition 5.3 is given only to suppliers who have qualified to tender for the future provision of the supply of the Goods and Services and similar goods and services. 5.3.3. AHDB shall require any supplier to whom such information is given: (a) to treat the information in confidence, (b) not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDB, and (c) not to use it for any other purpose.

TUPE. 5.119.1. In the event that the Supplier enters into any Sub-Contracts in connection with this Agreement, it shall impose obligations on its sub-contractors in the same terms as those imposed on it pursuant to this clause 19 and shall ensure that each sub-contractor complies with such terms. The Supplier shall indemnify AHDB for itself the Council and any future provider of services to AHDB keep the Council indemnified in full from and against all and any costsdirect, expenses, liabilities, damages and indirect or consequential liability or losses arising out awarded against or incurred or paid by the Council as a result of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with any failure on the part of a sub- contractor to comply with such terms. 19.2. The parties believe that TUPE will not apply to the transaction which is the subject matter of this Agreement either on entry into or exit of this Agreement. However, in the event that a transfer of the performance of the Services which are the subject of this Agreement in whole or in part is considered a relevant transfer for the purposes of TUPE, the parties shall comply with all their respective obligations thereunder. Without prejudice to the foregoing, the Supplier shall promptly furnish to the Council on request all information relating to the Agreement prior to and during the relevant transfer reasonably required by the Council. 19.3. On termination or expiry of this Agreement for any reason, the Supplier shall provide access, during Normal Business Hours, to the Council and/or the replacement Supplier for up to twelve months after the expiry or termination of the Agreement, to: 19.3.1. such information relating to the Agreement as remains in the possession or control of the Supplier; and 19.3.2. such members of the Supplier's Personnel as have been involved in the development and provision of any of the Services (including without limitation and who are still employed by the Supplier, provided that the Council and/or the replacement Supplier shall pay the reasonable costs of the supplier actually incurred in relation responding to any dismissal or alleged dismissal requests for access in accordance with this clause 19.3, unless the Agreement has been terminated by the Council pursuant to a material breach by the Supplier, in which event such costs shall be for the sole account of the Supplier. 19.4. In the event of a relevant transfer under TUPE, the Supplier may at its option cease employment of any individual employed or engaged or formerly employed or individuals claiming that they are transferring personnel. The Supplier hereby indemnifies and holds the Council harmless from and against any and all losses, costs and expenses arising from the relevant transfer, including the Council ceasing the employment of any transferring personnel and any claims whatsoever from individuals who previously were personnel involved/engaged in the provision of the Services). 5.2. The Supplier shall not: (a) at any time during the Contract, including any extension, move any staff into the undertaking or relevant part of the undertaking, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the Contract; or (b) make any substantial change in the terms and conditions of employment of any staff engaged in supplying the Goods and Services that is inconsistent with the Supplier’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.2, AHDB shall have the right: (a) to make representations to the Supplier against the change or proposed change; (b) to give notice to the Supplier in accordance with Condition 7 requiring it to remedy the breach within 30 days; and (c) if the Supplier has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract in accordance with Condition 14.4. 5.2.2. If, after due consultation with the Supplier, AHDB reasonably requires and gives the Supplier notice in accordance with Condition 7 that any person is to be removed from involvement in the supply of the Goods and Services, the Supplier shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the Contract, the Supplier shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) the number of staff who would be transferred, but with no obligation on the Supplier to specify their names; (b) in respect of each of those members of staff 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; (c) the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier shall indemnify AHDB against any claim made against AHDB at any time by any person in respect of any liability incurred by AHDB arising from any deficiency or inaccuracy in information which the Supplier is required to provide under Condition 5.3. 5.3.2. AHDB shall take reasonable precautions to ensure that the information referred to in Condition 5.3 is given only to suppliers who have qualified to tender for the future provision of the supply of the Goods and Services and similar goods and services. 5.3.3. AHDB shall require any supplier to whom such information is given: (a) to treat the information in confidence, (b) not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDB, and (c) not to use it for any other purpose.

TUPE. 5.1. The Supplier shall indemnify AHDB for itself and any future provider of services to AHDB against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier shall not: (a) : at any time during the Contract, including any extension, move any staff into the undertaking or relevant part of the undertaking, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the Contract; or (b) or make any substantial change in the terms and conditions of employment of any staff engaged in supplying the Goods and Services that is inconsistent with the Supplier’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.2, AHDB shall have the right: (a) : to make representations to the Supplier against the change or proposed change; (b) ; to give notice to the Supplier in accordance with Condition 7 requiring it to remedy the breach within 30 days; and (c) and if the Supplier has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract in accordance with Condition 14.4. 5.2.2. If, after due consultation with the Supplier, AHDB reasonably requires and gives the Supplier notice in accordance with Condition 7 that any person is to be removed from involvement in the supply of the Goods and Services, the Supplier shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the Contract, the Supplier shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) : the number of staff who would be transferred, but with no obligation on the Supplier to specify their names; (b) ; in respect of each of those members of staff 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; (c) ; the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier shall indemnify AHDB against any claim made against AHDB at any time by any person in respect of any liability incurred by AHDB arising from any deficiency or inaccuracy in information which the Supplier is required to provide under Condition 5.3. 5.3.2. AHDB shall take reasonable precautions to ensure that the information referred to in Condition 5.3 is given only to suppliers who have qualified to tender for the future provision of the supply of the Goods and Services and similar goods and services. 5.3.3. AHDB shall require any supplier to whom such information is given: (a) : to treat the information in confidence, (b) , not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDB, and (c) and not to use it for any other purpose. This Condition 6 applies in relation to and only in relation to a person satisfying all of the following criteria (a ‘Contracted Worker’): The person must be contracted to undertake Research for or supply goods or services to AHDB for six months or more, directly by this Contract or consequent upon an obligation in this Contract upon the Supplier; The person must not be on the payroll of AHDB or Meat and Livestock Commercial Services Limited or any UK government department (including a devolved administration) or any agency thereof; The person must be or have been liable to pay UK income tax and/or national insurance contributions at the appropriate time; The rate of payment (calculated based on a 7.5 hours working day, and excluding reimbursement of expenses necessarily incurred and VAT) for the provision of such services must be £220 or more per day. Insofar as the Contracted Worker is liable to be taxed in the UK in respect of consideration received in relation to this Contract, he shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 and all other statutes and regulations relating to income tax in respect of that consideration. Insofar as the Contracted Worker is liable to National Insurance Contributions (NICs) in respect of consideration received in relation to this Contract, he shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 and all other statutes and regulations relating to NICs in respect of that consideration. AHDB may, at any time during the term of this Contract, request the Contracted Worker to provide within a specified period information which demonstrates how he complies with Conditions 6.2 and above or why those Conditions do not apply to him. For the avoidance of doubt, this does not oblige the Contracted Worker to disclose the amount of income tax or NICs paid. AHDB may supply any information which it receives under this Condition 6.4 to the Commissioners of Her Majesty‟s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible. Insofar as the Supplier is a Contracted Worker or the Supplier contracts directly or through any other person with any Contracted Worker for the supply of Research or goods or services in relation to the satisfaction of its obligations under this Contract, this Condition 6 shall apply in relation to each Contracted Worker. The Supplier shall ensure that such contracts: contain obligations and other provisions equivalent to those in this Condition 6 so that AHDB is able to take action in relation to each Contracted Worker; and ensure that any information provided by a Contracted Worker to any other person in relation to the operation of this Condition 6 may lawfully be provided to AHDB and be provided by AHDB to the Commissioners of Her Majesty‟s Revenue and Customs. Subject to Condition 14.12, AHDB may terminate this Contract if: in the case of a request mentioned in Condition 6.4, the Contracted Worker: fails to provide information in response to the request within any specified period or, if no period is specified, within a reasonable time, or provides information which is inadequate to demonstrate either how he complies with Conditions 6.2 and above or why those Conditions do not apply to him; or AHDB receives information which demonstrates that, at any time when Conditions 6.2 and 6.3 apply to the Contracted Worker, he is not complying with those Conditions. Amendments to the Contract under Condition 14.12 may exclude the Contracted Worker but AHDB shall have no liability to the Supplier in relation to any liability thereby falling upon the Supplier.

TUPE. 5.1. The Supplier Each Researcher shall indemnify AHDB each Funder for itself and any future provider of services to AHDB that Funder against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier Researchers shall not: (a) : at any time during the ContractAgreement, including any extension, move any staff into the undertaking or relevant part of the undertakingundertaking which provides the Project, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the ContractAgreement; or (b) or make any substantial change in the terms and conditions of employment of any staff engaged in supplying providing the Goods and Services Project that is inconsistent with the SupplierResearcher’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDBa Funder, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.26.2, AHDB that Funder shall have the right: (a) : to make representations to the Supplier Researcher against the change or proposed change; (b) ; to give notice to the Supplier Researcher in accordance with Condition 7 8 requiring it to remedy the breach within 30 days; and (c) and if the Supplier Researcher has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB the Funder acting reasonably, to terminate the Contract Agreement in accordance with Condition 14.4. 5.2.218.4. If, after due consultation with the SupplierResearcher, AHDB a Funder reasonably requires and gives the Supplier Researcher notice in accordance with Condition 7 8 that any person is to be removed from involvement in the supply of the Goods and ServicesProject, the Supplier Researcher shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDBa Funder, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the ContractAgreement, the Supplier relevant Researcher shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) : the number of staff who would be transferred, but with no obligation on the Supplier Researcher to specify their names; (b) ; in respect of each of those members of staff 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; (c) ; the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier Researcher shall indemnify AHDB each Funder against any claim made against AHDB that Funder at any time by any person in respect of any liability incurred by AHDB the Funder arising from any deficiency or inaccuracy in information which the Supplier Researcher is required to provide under Condition 5.3. 5.3.26.3. AHDB The Funders shall take reasonable precautions to ensure that the information referred to in Condition 5.3 6.3 is given only to suppliers providers who have qualified to tender for the future provision of the supply of the Goods and Services and Project or similar research, goods and or services. 5.3.3. AHDB Each Funder shall require any supplier provider to whom such information is given: (a) : to treat the information in confidence, (b) , not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDBthat Funder, and (c) and not to use it for any other purpose. This Condition 7 applies in relation to and only in relation to a person satisfying all of the following criteria (a ‘Contracted Worker’): The person must be contracted to undertake Research for or supply goods or services to AHDB for six months or more, directly by this Agreement or consequent upon an obligation in this Agreement upon a Researcher; The person must not be on the payroll of AHDB or Meat and Livestock Commercial Services Limited or any UK government department (including a devolved administration) or any agency thereof; The person must be or have been liable to pay UK income tax and/or national insurance contributions at the appropriate time; Insofar as the Contracted Worker is liable to be taxed in the UK in respect of consideration received in relation to this Agreement, he shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 and all other statutes and regulations relating to income tax in respect of that consideration. Insofar as the Contracted Worker is liable to National Insurance Contributions (NICs) in respect of consideration received in relation to this Agreement, he shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 and all other statutes and regulations relating to NICs in respect of that consideration. AHDB may, at any time during the term of this Agreement, request the Contracted Worker to provide within a specified period information which demonstrates how he complies with Conditions 7.2 and above or why those Conditions do not apply to him. For the avoidance of doubt, this does not oblige the Contracted Worker to disclose the amount of income tax or NICs paid. AHDB may supply any information which it receives under this Condition 7.4 to the Commissioners of Her Majesty‟s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible. Insofar as the Researcher is a Contracted Worker or the Researcher contracts directly or through any other person with any Contracted Worker for the supply of Research or goods or services in relation to the satisfaction of its obligations under this Agreement, this Condition 7 shall apply in relation to each Contracted Worker The Researcher shall ensure that such contracts: contain obligations and other provisions equivalent to those in this Condition 7 so that AHDB is able to take action in relation to each Contracted Worker; and ensure that any information provided by a Contracted Worker to any other person in relation to the operation of this Condition 7 may lawfully be provided to AHDB and be provided by AHDB to the Commissioners of Her Majesty‟s Revenue and Customs. Subject to Condition 18.12, AHDB may terminate this Agreement if: in the case of a request mentioned in Condition 7.4, the Contracted Worker: fails to provide information in response to the request within any specified period or, if no period is specified, within a reasonable time, or provides information which is inadequate to demonstrate either how he complies with Conditions 7.2 and above or why those Conditions do not apply to him; or AHDB receives information which demonstrates that, at any time when Conditions 7.2 and 7.3 apply to the Contracted Worker, he is not complying with those Conditions. Amendments to the Agreement under Condition 18.12 may exclude the Contracted Worker but AHDB shall have no liability to the Researcher in relation to any liability thereby falling upon the Researcher.

TUPE. 5.16.1. The Supplier Each Researcher shall indemnify AHDB each Funder for itself and any future provider of services to AHDB that Funder against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.26.2. The Supplier Researchers shall not: (a) at any time during the ContractAgreement, including any extension, move any staff into the undertaking or relevant part of the undertakingundertaking which provides the Project, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the ContractAgreement; or (b) make any substantial change in the terms and conditions of employment of any staff engaged in supplying providing the Goods and Services Project that is inconsistent with the SupplierResearcher’s established employment and remuneration policies. 5.2.16.2.1. Where, in the reasonable opinion of AHDBa Funder, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.26.2, AHDB that Funder shall have the right: (a) to make representations to the Supplier Researcher against the change or proposed change; (b) to give notice to the Supplier Researcher in accordance with Condition 7 8 requiring it to remedy the breach within 30 days; and (c) if the Supplier Researcher has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB the Funder acting reasonably, to terminate the Contract Agreement in accordance with Condition 14.418.4. 5.2.26.2.2. If, after due consultation with the SupplierResearcher, AHDB a Funder reasonably requires and gives the Supplier Researcher notice in accordance with Condition 7 8 that any person is to be removed from involvement in the supply of the Goods and ServicesProject, the Supplier Researcher shall take reasonable steps to comply with such notice. 5.36.3. Where, in the reasonable opinion of AHDBa Funder, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the ContractAgreement, the Supplier relevant Researcher shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) the number of staff who would be transferred, but with no obligation on the Supplier Researcher to specify their names; (b) in respect of each of those members of staff 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; (c) the general terms and conditions applicable to those members of staff, 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. 5.3.16.3.1. The Supplier Researcher shall indemnify AHDB each Funder against any claim made against AHDB that Funder at any time by any person in respect of any liability incurred by AHDB the Funder arising from any deficiency or inaccuracy in information which the Supplier Researcher is required to provide under Condition 5.36.3. 5.3.26.3.2. AHDB The Funders shall take reasonable precautions to ensure that the information referred to in Condition 5.3 6.3 is given only to suppliers providers who have qualified to tender for the future provision of the supply of the Goods and Services and Project or similar research, goods and or services. 5.3.36.3.3. AHDB Each Funder shall require any supplier provider to whom such information is given: (a) to treat the information in confidence, (b) not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDBthat Funder, and (c) not to use it for any other purpose.

TUPE. 5.1. The Supplier shall indemnify AHDB for itself and any future provider of services to AHDB against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier shall not: (a) : at any time during the Contract, including any extension, move any staff into the undertaking or relevant part of the undertaking, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the Contract; or (b) or make any substantial change in the terms and conditions of employment of any staff engaged in supplying the Goods and Services that is inconsistent with the Supplier’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.2., AHDB shall have the right: (a) : to make representations to the Supplier against the change or proposed change; (b) ; to give notice to the Supplier in accordance with Condition 7 7. requiring it to remedy the breach within 30 days; and (c) and if the Supplier has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract in accordance with Condition 14.4. 5.2.2. .. If, after due consultation with the Supplier, AHDB reasonably requires and gives the Supplier notice in accordance with Condition 7 7. that any person is to be removed from involvement in the supply of the Goods and Services, the Supplier shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the Contract, the Supplier shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) : the number of staff who would be transferred, but with no obligation on the Supplier to specify their names; (b) ; in respect of each of those members of staff 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; (c) ; the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier shall indemnify AHDB against any claim made against AHDB at any time by any person in respect of any liability incurred by AHDB arising from any deficiency or inaccuracy in information which the Supplier is required to provide under Condition 5.3. 5.3.2. .. AHDB shall take reasonable precautions to ensure that the information referred to in Condition 5.3 5.3. is given only to suppliers who have qualified to tender for the future provision of the supply of the Goods and Services and similar goods and services. 5.3.3. AHDB shall require any supplier to whom such information is given: (a) : to treat the information in confidence, (b) , not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDB, and (c) and not to use it for any other purpose. This Condition 6. applies in relation to and only in relation to a person satisfying all of the following criteria (a ‘Contracted Worker’): The person must be contracted to undertake Research for or supply goods or services to AHDB for six months or more, directly by this Contract or consequent upon an obligation in this Contract upon the Supplier; The person must not be on the payroll of AHDB or Meat and Livestock Commercial Services Limited or any UK government department (including a devolved administration) or any agency thereof; The person must be or have been liable to pay UK income tax and/or national insurance contributions at the appropriate time; The rate of payment (calculated based on a 7.5 hours working day, and excluding reimbursement of expenses necessarily incurred and VAT) for the provision of such services must be £220 or more per day. Insofar as the Contracted Worker is liable to be taxed in the UK in respect of consideration received in relation to this Contract, he shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 and all other statutes and regulations relating to income tax in respect of that consideration. Insofar as the Contracted Worker is liable to National Insurance Contributions (NICs) in respect of consideration received in relation to this Contract, he shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 and all other statutes and regulations relating to NICs in respect of that consideration. AHDB may, at any time during the term of this Contract, request the Contracted Worker to provide within a specified period information which demonstrates how he complies with Conditions 6.2. and above or why those Conditions do not apply to him. For the avoidance of doubt, this does not oblige the Contracted Worker to disclose the amount of income tax or NICs paid. AHDB may supply any information which it receives under this Condition 6.4. to the Commissioners of Her Majesty‟s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible. Insofar as the Supplier is a Contracted Worker or the Supplier contracts directly or through any other person with any Contracted Worker for the supply of Research or goods or services in relation to the satisfaction of its obligations under this Contract, this Condition 6. shall apply in relation to each Contracted Worker. The Supplier shall ensure that such contracts: contain obligations and other provisions equivalent to those in this Condition 6. so that AHDB is able to take action in relation to each Contracted Worker; and ensure that any information provided by a Contracted Worker to any other person in relation to the operation of this Condition 6. may lawfully be provided to AHDB and be provided by AHDB to the Commissioners of Her Majesty‟s Revenue and Customs. Subject to Condition 14.12., AHDB may terminate this Contract if: in the case of a request mentioned in Condition 6.4., the Contracted Worker: fails to provide information in response to the request within any specified period or, if no period is specified, within a reasonable time, or provides information which is inadequate to demonstrate either how he complies with Conditions 6.2. and above or why those Conditions do not apply to him; or AHDB receives information which demonstrates that, at any time when Conditions 6.2. and 6.3. apply to the Contracted Worker, he is not complying with those Conditions. Amendments to the Contract under Condition 14.12. may exclude the Contracted Worker but AHDB shall have no liability to the Supplier in relation to any liability thereby falling upon the Supplier.

TUPE. 5.1. The Supplier Researcher shall indemnify AHDB for itself and any future provider of services to AHDB against all and any costs, expenses, liabilities, damages and losses arising out of any claim, action, demand or proceeding which arises or is alleged to arise by virtue of the operation of the Transfer of Undertakings (Protection of Employment) Regulations 2006 in connection with the termination of the provision of any of the Services (including without limitation in relation to any dismissal or alleged dismissal of any individual employed or engaged or formerly employed or engaged in the provision of the Services). 5.2. The Supplier Researcher shall not: (a) : at any time during the ContractAgreement, including any extension, move any staff into the undertaking or relevant part of the undertakingundertaking which provides the Project, who do not meet the standards of skill and experience or who are in excess of the number required for the purposes of the ContractAgreement; or (b) or make any substantial change in the terms and conditions of employment of any staff engaged in supplying providing the Goods and Services Project that is inconsistent with the SupplierResearcher’s established employment and remuneration policies. 5.2.1. Where, in the reasonable opinion of AHDB, any change or proposed change in the staff employed in the undertaking or relevant part of the undertaking, or any change in the terms and conditions of employment of such staff would be a material breach of Condition 5.26.2, AHDB shall have the right: (a) : to make representations to the Supplier Researcher against the change or proposed change; (b) ; to give notice to the Supplier Researcher in accordance with Condition 7 8 requiring it to remedy the breach within 30 days; and (c) and if the Supplier Researcher has not remedied the breach by the end of the period of 30 days to the satisfaction of AHDB acting reasonably, to terminate the Contract Agreement in accordance with Condition 14.4. 5.2.218.4. If, after due consultation with the SupplierResearcher, AHDB reasonably requires and gives the Supplier Researcher notice in accordance with Condition 7 8 that any person is to be removed from involvement in the supply of the Goods and ServicesProject, the Supplier Researcher shall take reasonable steps to comply with such notice. 5.3. Where, in the reasonable opinion of AHDB, the Transfer of Undertakings (Protection of Employment) Regulations 2006 are likely to apply on the termination or expiry of the ContractAgreement, the Supplier Researcher shall promptly provide on request accurate information relating to the staff who would be transferred under the same terms of employment under those Regulations, including in particular: (a) : the number of staff who would be transferred, but with no obligation on the Supplier Researcher to specify their names; (b) ; in respect of each of those members of staff 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; (c) ; the general terms and conditions applicable to those members of staff, 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. 5.3.1. The Supplier Researcher shall indemnify AHDB against any claim made against AHDB at any time by any person in respect of any liability incurred by AHDB arising from any deficiency or inaccuracy in information which the Supplier Researcher is required to provide under Condition 5.3. 5.3.26.3. AHDB shall take reasonable precautions to ensure that the information referred to in Condition 5.3 6.3 is given only to suppliers providers who have qualified to tender for the future provision of the supply of the Goods and Services and Project or similar research, goods and or services. 5.3.3. AHDB shall require any supplier provider to whom such information is given: (a) : to treat the information in confidence, (b) , not to communicate it except to such persons within their organisation and to such extent as may be necessary for the purpose of preparing a response to an invitation to tender issued by AHDB, and (c) and not to use it for any other purpose. This Condition 7 applies in relation to and only in relation to a person satisfying all of the following criteria (a ‘Contracted Worker’): The person must be contracted to undertake Research for or supply goods or services to AHDB for six months or more, directly by this Agreement or consequent upon an obligation in this Agreement upon the Researcher; The person must not be on the payroll of AHDB or Meat and Livestock Commercial Services Limited or any UK government department (including a devolved administration) or any agency thereof; The person must be or have been liable to pay UK income tax and/or national insurance contributions at the appropriate time; Insofar as the Contracted Worker is liable to be taxed in the UK in respect of consideration received in relation to this Agreement, he shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 and all other statutes and regulations relating to income tax in respect of that consideration. Insofar as the Contracted Worker is liable to National Insurance Contributions (NICs) in respect of consideration received in relation to this Agreement, he shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 and all other statutes and regulations relating to NICs in respect of that consideration. AHDB may, at any time during the term of this Agreement, request the Contracted Worker to provide within a specified period information which demonstrates how he complies with Conditions 7.2 and above or why those Conditions do not apply to him. For the avoidance of doubt, this does not oblige the Contracted Worker to disclose the amount of income tax or NICs paid. AHDB may supply any information which it receives under this Condition 7.4 to the Commissioners of Her Majesty‟s Revenue and Customs for the purpose of the collection and management of revenue for which they are responsible. Insofar as the Researcher is a Contracted Worker or the Researcher contracts directly or through any other person with any Contracted Worker for the supply of Research or goods or services in relation to the satisfaction of its obligations under this Agreement, this Condition 7 shall apply in relation to each Contracted Worker The Researcher shall ensure that such contracts: contain obligations and other provisions equivalent to those in this Condition 7 so that AHDB is able to take action in relation to each Contracted Worker; and ensure that any information provided by a Contracted Worker to any other person in relation to the operation of this Condition 7 may lawfully be provided to AHDB and be provided by AHDB to the Commissioners of Her Majesty‟s Revenue and Customs. Subject to Condition 18.12, AHDB may terminate this Agreement if: in the case of a request mentioned in Condition 7.4, the Contracted Worker: fails to provide information in response to the request within any specified period or, if no period is specified, within a reasonable time, or provides information which is inadequate to demonstrate either how he complies with Conditions 7.2 and above or why those Conditions do not apply to him; or AHDB receives information which demonstrates that, at any time when Conditions 7.2 and 7.3 apply to the Contracted Worker, he is not complying with those Conditions. Amendments to the Agreement under Condition 18.12 may exclude the Contracted Worker but AHDB shall have no liability to the Researcher in relation to any liability thereby falling upon the Researcher.