TUPE
7.1 On the termination or expiry of the Contract (in part or otherwise) (the "Transfer Date"), the identity of the provider of the Deliverables (or any part of the Deliverables) may change resulting in a transfer of the Deliverables in whole or in part (a “Service Transfer”). The parties recognise that such a Service Transfer may be a Relevant Transfer. However, the Supplier agrees to manage or will procure that the provision of the Deliverables are managed so that, upon a Service Transfer, there are no individuals who would be regarded as assigned to the Deliverables (or any part of the Deliverables) for the purposes of TUPE.
7.2 Without prejudice to clause 7.1 however, should any person (Unexpected Person) transfer or allege (or it is determined by a court of competent jurisdiction) that his or her employment has been transferred to Hafod or any Future Supplier pursuant to TUPE (or if it is claimed or determined that their employment would have so transferred had they not resigned or had their employment not been terminated) then
7.2.1 the Supplier shall indemnify and keep indemnified, Hafod and any Future Supplier in respect of any Employment Liabilities suffered by Hafod or any Future Supplier resulting from:
(a) any act or omission by the Supplier (or any subcontractor of the Supplier) on or before the Transfer Date or any other matter, event or circumstances occurring before the Transfer Date in relation to such Unexpected Person; and
(b) any failure to comply with TUPE (including failure to comply with Regulation 13) by the Supplier (or its subcontractors).
7.2.2 Hafod or any Future Supplier shall be entitled (but not obliged) to terminate the employment of such Unexpected Person and provided the employment of such Unexpected Person is terminated or notice to terminate their employment is issued within 4 months of either the Transfer Date or the date on which Hafod or the Future Supplier become aware of such Unexpected Person, whichever is the later, the Supplier shall indemnify and keep indemnified Hafod and/or any Future Supplier (as the case may be) against:
(a) all Employment Liabilities suffered by Hafod or any Future Supplier arising out of such termination or otherwise arising out of the employment of such Unexpected Person by the Supplier (or any subcontractor of the Supplier); and
(b) any and all employment costs associated with the employment of such Unexpected Person by Hafod or any Future Supplier up to the date of termination of such Unexpected Person’s employment.