Common use of Indemnities Clause in Contracts

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Call Off Commencement Date.

Indemnities. 2.1 Subject to the Supplier and/or the relevant Subsub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: : (a) indemnify the Supplier and/or the relevant Subsub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Subsub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Subsub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Subsub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor sub- contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor sub- contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Subsub-Contractor contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor sub- contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. subcontractor. 2.4 The indemnities in Paragraph 2.1: : (a) shall not apply to: : (i) any claim for: : (A) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (B) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorsub- contractor; or or (ii) any claim that the termination of employment was unfair because the Supplier and/or any Subsub-Contractor contractor neglected to follow a fair dismissal procedure; and and (b) shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Subsub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier within 6 months of the Contract Commencement Effective Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 134.2 to 1.4 134.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 135.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 134.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 134.2 of Part C of this Call Off Schedule is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 134.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 135.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 135.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 134.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Contract Call Off Commencement Date.

Indemnities. Subject 13.1 The Licensor shall indemnify and shall keep indemnified the User against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the User and arising directly or indirectly as a result of any breach by the Licensor of [this ▇▇▇▇] OR [[specify provisions]] (a "Licensor Indemnity Event"). 13.2 The User must: (a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify the Licensor; (b) provide to the Supplier and/or Licensor all such assistance as may be reasonably requested by the relevant Sub-Contractor acting Licensor in accordance relation to the Licensor Indemnity Event; (c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and (d) not admit liability to any third party in connection with the provisions Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of Paragraphs 1.2 the Licensor, [without prejudice to 1.4 the Licensor's obligations under Clause 13.1] OR [and the Licensor's obligation to indemnify the User under Clause 13.1 shall not apply unless the User complies with the requirements of this Clause 13.2]. 13.3 The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in accordance settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of [this ▇▇▇▇] OR [[specify provisions]] (a "User Indemnity Event"). 13.4 The Licensor must: (a) upon becoming aware of an actual or potential User Indemnity Event, notify the User; (b) provide to the User all such assistance as may be reasonably requested by the User in relation to the User Indemnity Event; (c) allow the User the exclusive conduct of all disputes, proceedings, negotiations and settlements with all applicable employment procedures third parties relating to the User Indemnity Event; and (d) not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without the prior written consent of the User, [without prejudice to the User's obligations under Clause 13.3] OR [and the User's obligation to indemnify the Licensor under Clause 13.3 shall not apply unless the Licensor complies with the requirements of this Clause 13.4]. 13.5 The indemnity protection set out in applicable Law and this Clause 13 [shall] OR [shall not] be subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions limitations and exclusions of Paragraph 1.4 provided that the Supplier takesliability set out in this ▇▇▇▇[, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Dateexcept [exceptions]].

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: : 2.1.1 indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed re‐employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. Sub‐Contractor. 2.4 The indemnities in Paragraph 2.1: : 2.4.1 shall not apply to: : (a) any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (ii) equal pay or compensation for less favourable treatment of part-time part‐time workers or fixed-term fixed‐term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-ContractorSub‐Contractor; or or (b) any claim that the termination of employment was unfair because the Supplier and/or any Sub-Sub‐ Contractor neglected to follow a fair dismissal procedure; and and 2.4.2 shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Sub‐ Contractor to the Customer DFID and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Lease Agreement Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 154.2 to 1.4 154.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 155.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 154.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 154.2 of Part C of this Call Off Schedule is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 154.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 155.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 155.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 154.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Contract Call Off Commencement Date.

Indemnities. 2.1 Subject to the Supplier Contractor and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: Department will: (a) indemnify the Supplier Contractor and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Department referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall will procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Contractor referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall will procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Department and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall will be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor (as appropriate) and the Supplier shallContractor will, or shall will procure that the Sub-Contractor shallwill, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier Contractor and/or any Sub-Sub- Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall will remain with the Supplier Contractor and/or the Sub-Contractor and the Supplier shall Contractor will indemnify the Customer Department and any Former SupplierContractor, and shall will procure that the Sub-Contractor shall will indemnify the Customer Department and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractor. . 2.4 The indemnities in Paragraph 2.1: shall : (a) will not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. 31.1. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: : 31.1.1. indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities; and and 31.1.2. subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Sub- Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities. 31.2. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. 31.3. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Sub- Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. 31.4. The indemnities in Paragraph 2.1: : 31.4.1. shall not apply to: : a) any claim for: • discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion religion, or belief; or • equal pay or compensation for less favourable treatment of part-part- time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or or b) any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and and 31.4.2. shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier Service Provider and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier Service Provider and/or the relevant Notified Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Service Provider takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Service Provider indemnifies the Supplier Service Provider and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Service Provider referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Service Provider takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier Service Provider as appropriate nor dismissed by the Supplier Service Provider and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Service Provider and/or the Sub-Contractor (as appropriate) and the Supplier Service Provider shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier Service Provider and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Service Provider and/or the Sub-Contractor and the Supplier Service Provider shall indemnify the Customer and any Former SupplierService Provider, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former SupplierService Provider, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Service Provider and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Service Provider and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier Service Provider and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier Service Provider and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier Service Provider within 6 months of the Contract Call Off Commencement Date.. Where in this Part C the Customer accepts an obligation to procure that a Former Service Provider does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Service Provider contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Service Provider does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (ii) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 154.2 to 1.4 154.4 of Part C and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4155.4 of Part C, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 154.2 of Part C made pursuant to the provisions of Paragraph 1.4 154.4 of Part C provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 154.4 of Part C provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 154.2 of Part C is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 154.4 of Part C such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2155.2 of Part C, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1155.1 of Part C: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 154.2 of Part C is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 (6) months of the Contract Call Off Commencement Date.. Where in this Part C the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer FCDO shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer FCDO referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer FCDO and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer FCDO and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer FCDO and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor SubContractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed re‐employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-ContractorSub‐Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Contracting Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Contracting Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Contracting Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer Contracting Authority and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Contracting Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor contractor to the Customer Contracting Authority and, if applicable, Former Supplier within 6 months of the Contract Call Off Commencement Date.

Indemnities. 31.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 30.2 to 1.4 30.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.431.4, the Customer shall: : 31.1.1 indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 30.2 made pursuant to the provisions of Paragraph 1.4 30.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 31.1.2 subject to paragraph 332, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former former Supplier made pursuant to the provisions of Paragraph 1.4 30.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 31.2 If any such person as is described in Paragraph 1.2 30.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 30.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. . 31.3 Where any person remains employed by the Supplier and/or any Sub-Contractor Contract pursuant to Paragraph 2.230.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. . 31.4 The indemnities in Paragraph 2.1: 31.1: 31.4.1 shall not apply to: : a) any claim for: • discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or • equal pay or compensation for less favourable treatment of part-part- time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or or b) any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and and 31.4.2 shall apply only where the notification referred to in Paragraph 1.2.1 30.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject 18.1 The Provider shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Provider of this (a "Provider Indemnity Event"). 18.2 The Customer must: (a) upon becoming aware of an actual or potential Provider Indemnity Event, notify the Provider; (b) provide to the Supplier and/or Provider all such assistance as may be reasonably requested by the relevant Sub-Contractor acting Provider in accordance relation to the Provider Indemnity Event; (c) allow the Provider the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Provider Indemnity Event; and (d) not admit liability to any third party in connection with the provisions Provider Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Provider Indemnity Event without the prior written consent of Paragraphs 1.2 the Provider, without prejudice to 1.4 the Provider's obligations under Clause 18.1. 18.3 The Customer shall indemnify and shall keep indemnified the Provider against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in accordance settlement of legal claims) suffered or incurred by the Provider and arising directly or indirectly as a result of any breach by the Customer of this Agreement (a "Customer Indemnity Event"). 18.4 The Provider must: (a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer; (b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event; (c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with all applicable employment procedures third parties relating to the Customer Indemnity Event; and (d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, without prejudice to the Customer's obligations under Clause 18.3. 18.5 The indemnity protection set out in applicable Law and this Clause 18 shall be subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions limitations and exclusions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising liability set out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datethis Agreement.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 144.2 to 1.4 144.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 145.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 144.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 144.2 of Part C of this Call Off Schedule is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 144.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 145.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 145.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 144.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Contract Call Off Commencement Date.

Indemnities. Subject 6.1 The Purchaser shall be liable for Obligations in respect of the Interests irrespective of when such Obligations are or were incurred and the Purchaser shall be entitled to all Benefits in respect of the Interests irrespective of when such Benefits accrue or accrued. 6.2 Save to the Supplier extent that account is taken thereof in the Working Capital Adjustment, 6.2.1 if any Obligations in relation to the Interests are incurred by the Seller after the Completion Date, the Purchaser shall reimburse and indemnify the Seller in respect thereof; and 6.2.2 if any Benefits in relation to the Interests are received by the Seller after the Completion Date, the Seller shall account to and reimburse the Purchaser in respect thereof. 6.3 Notwithstanding any other provision of this Agreement, the Purchaser covenants with the Seller that the Purchaser shall indemnify, defend and hold the Seller and its Affiliates harmless against all and any Environmental Liabilities and/or Decommissioning Liabilities irrespective of when such liabilities are or were incurred, regardless of whosoever is or was a licensee under the relevant Sub-Contractor acting Licence or party under the relevant JOA or other relevant Interests Document and irrespective of the negligence or breach of duty (statutory or otherwise) of the Seller or its Affiliates. 6.4 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place. 6.5 Any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the provisions case of Paragraphs 1.2 Obligations in relation to 1.4 the Interests, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as appropriate). 6.6.1 Under this Clause 6, if any Person not a party to this Agreement (a “Third Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that the Third Party intends to bring or has brought (a “Third Party Claim”) against the Indemnified Party and which gives rise or would give rise to a claim for indemnification against the other Party (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out any event within ten (10) Business Days after receiving notice of the termination Third Party Claim) notify the Indemnifying Party thereof in writing, giving reasonably detailed particulars of the employment of any employees Third Party Claim. 6.6.2 The Indemnifying Party will have the right to (and shall, if so requested in writing by the Indemnified Party) assume and conduct the defence of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 Third Party Claim at its sole cost provided that the Supplier takes, or shall procure that Indemnifying Party first indemnifies and holds harmless the Notified Sub-Contractor takes, all Indemnified Party (to the Indemnified Party’s reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor satisfaction) against all Employee Liabilities arising out costs and liabilities it may incur as a result of termination allowing the Indemnifying Party the right to assume conduct of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 Third Party Claim and provided that the Supplier takesIndemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 6.6.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 6.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. 6.6.4 Notwithstanding Clause 6.6.3, in no event will the Indemnified Party consent to the entry of any judgment or shall procure that enter into any settlement with respect to the relevant Sub-Contractor takesThird Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). 6.6.5 In the event of a Third Party Claim being made, each Party, subject to the other Party agreeing to keep the same confidential and to use the same only in connection with the Third Party Claim, agrees to provide to the other Party (and its authorised employees and its professional advisers) all reasonable steps material technical, legal and financial information reasonably necessary or conducive to minimise any such Employee Liabilitiesthe proper defence of the Third Party Claim. 6.7 In this Clause 6, “indemnity” means indemnity on an after tax basis. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person Such indemnity payments shall be treated as having transferred an adjustment to the Supplier and/or Consideration. On “an after tax basis” for the Sub-Contractor (purposes of this Clause 6.7 shall mean that in calculating the amount of an indemnity there shall be taken into account: 6.7.1 the amount by which any liability for taxation of the party to be paid is actually increased as appropriate) a result of the indemnity payment being received; and 6.7.2 any withholding tax suffered on the payment of indemnity payment so that if withholding tax is suffered, the payer shall pay such sum to the payee as will, after the deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding and in the Supplier shall, or shall procure event that the Sub-Contractor shallpayer becomes entitled to a credit or repayment in respect of such withholding tax, comply with it shall pay to the payer such obligations amount (not exceeding the credits or repayment) as may be imposed upon it under Law. Where any person remains employed by will leave the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, payee in no worse position than if the withholding had not been suffered. 6.8 The ascertainment of all Employee Liabilities Obligations and Benefits in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including Interests under this Clause 6 will be calculated on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datean Accruals Basis.

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: : (a) indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor Sub- contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. . 2.4 The indemnities in Paragraph 2.1: : (a) shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. 2.1 Subject to the Supplier and/or the relevant Subsub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: Department will: (a) indemnify the Supplier and/or the relevant Subsub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Department referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall will procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall will procure that the relevant Subsub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Department and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Subsub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall will be treated as having transferred to the Supplier and/or the Subsub-Contractor contractor (as appropriate) and the Supplier shallwill, or shall will procure that the Subsub-Contractor shallcontractor will, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Subsub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall will remain with the Supplier and/or the Subsub-Contractor contractor and the Supplier shall will indemnify the Customer Department and any Former Supplier, and shall will procure that the Subsub-Contractor shall contractor will indemnify the Customer Department and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Subsub-Contractor. contractor. 2.4 The indemnities in Paragraph 2.1: shall : (a) will not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Call Off Commencement Date.

Indemnities. Subject 16.1 The Manufacturer shall indemnify and shall keep indemnified the Customer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Customer and arising directly or indirectly as a result of any breach by the Manufacturer of [this Agreement] OR [[specify provisions]] (a "Manufacturer Indemnity Event"). 16.2 The Customer must: (a) upon becoming aware of an actual or potential Manufacturer Indemnity Event, notify the Manufacturer; (b) provide to the Supplier and/or Manufacturer all such assistance as may be reasonably requested by the relevant Sub-Contractor acting Manufacturer in accordance relation to the Manufacturer Indemnity Event; (c) allow the Manufacturer the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Manufacturer Indemnity Event; and (d) not admit liability to any third party in connection with the provisions Manufacturer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Manufacturer Indemnity Event without the prior written consent of Paragraphs 1.2 the Manufacturer, [without prejudice to 1.4 the Manufacturer's obligations under Clause 16.1] OR [and the Manufacturer's obligation to indemnify the Customer under Clause 16.1 shall not apply unless the Customer complies with the requirements of this Clause 16.2]. 16.3 The Customer shall indemnify and shall keep indemnified the Manufacturer against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in accordance settlement of legal claims) suffered or incurred by the Manufacturer and arising directly or indirectly as a result of any breach by the Customer of [this Agreement] OR [[specify provisions]] (a "Customer Indemnity Event"). 16.4 The Manufacturer must: (a) upon becoming aware of an actual or potential Customer Indemnity Event, notify the Customer; (b) provide to the Customer all such assistance as may be reasonably requested by the Customer in relation to the Customer Indemnity Event; (c) allow the Customer the exclusive conduct of all disputes, proceedings, negotiations and settlements with all applicable employment procedures third parties relating to the Customer Indemnity Event; and (d) not admit liability to any third party in connection with the Customer Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Customer Indemnity Event without the prior written consent of the Customer, [without prejudice to the Customer's obligations under Clause 16.3] OR [and the Customer's obligation to indemnify the Manufacturer under Clause 16.3 shall not apply unless the Manufacturer complies with the requirements of this Clause 16.4]. 16.5 The indemnity protection set out in applicable Law and this Clause 16 [shall] OR [shall not] be subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions limitations and exclusions of Paragraph 1.4 provided that the Supplier takesliability set out in this Agreement[, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Dateexcept [exceptions]].

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Contracting Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Contracting Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Contracting Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Contracting Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Contracting Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer Contracting Authority and, if applicable, Former Supplier within 6 months of the Contract Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject 13.1 The Vendor undertakes to indemnify the Purchaser and keep the Purchaser indemnified in respect of claims by any of the Employees against the Purchaser and in respect of liabilities actually incurred by the Purchaser in relation to the Supplier and/or non-provision by the relevant Sub-Contractor acting Vendor to the Employees of benefits to which they were contractually entitled up to the Completion Date including without limitation membership of the income protection scheme, private health insurance and the group life assurance scheme; and 13.2 The Vendor undertakes to the Purchaser to procure the AremisSoft Corporation Stock Option Plan Rules to be changed in accordance with such manner as shall ensure that the provisions rights of Paragraphs 1.2 the employees thereunder shall be unaffected by the transfer of the Business to 1.4 the Purchaser, to the extent that they shall have the same rights thereunder as though they had remained as employees of the Vendor including the right to exercise any vested options for a period of at least 3 months from the date of termination of contracts of employment and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: Vendor shall indemnify the Supplier and/or the relevant Sub-Contractor Purchaser against all Employee Liabilities any losses, costs and other liabilities arising out of the termination any breach of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur this undertaking save in respect of any such losses, costs and liabilities arising out of any such employees who have been dismissed or have deemed to have been dismissed by the Purchaser claiming damages on the basis that the benefit of the Supplier and/or employees right to participate in unvested options has been lost by virtue of such dismissal. 13.3 If the Purchaser becomes aware of any matter which constitutes or would or might give rise to a claim under clauses 13.1 or 13.2: (a) the Purchaser shall as soon as practicable give notice to the Vendor of die matter and shall consult with the Vendor with respect to the matter, and will promptly forward to the Vendor all communications and correspondence in respect thereof; (b) the Purchaser shall provide to the Vendor and its advisers reasonable access to premises and personnel and to relevant documents and records within the power or control of the SubPurchaser for the purposes of investigating the matter and enabling the Vendor to take the action referred to in sub-Contractor. The indemnities clause 13.3(d)(I); (c) the Vendor (at its cost) may take copies of the documents or records referred to in Paragraph 2.1: shall not apply to: sub clause 13.3(b); (d) the Purchaser shall; (i) take any claim for: discriminationaction and institute any proceedings and give any information and assistance, including on as the grounds Vendor may reasonably request to dispute, resist, appeal, compromise, defend remedy or mitigate the matter or enforce against a person the rights of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case the Purchaser in relation to any alleged act or omission the matter; (ii) in connection with proceedings related to the matter use advisers nominated by the Vendor and, if the Vendor .requests allow and delegate to the Vendor the full conduct of the Supplier and/or proceedings. And in each case on the basis that (I) the Vendor shall indemnify the Purchaser for all reasonable costs incurred as a result of a request or nomination of the Vendor and (ii) the Purchaser may refuse to comply with the provisions of this sub-clause if it can reasonably demonstrate that to take the actions in question would have a materially detrimental effect on the operation of the Business. 13.4 The Purchaser shall not admit liability in respect of, or compromise or settle, the matter without the prior written consent of the Vendor or without a declaration of the appropriate court permitting such admission, compromise or settlement. 13.5 Nothing in this clause 13 restricts or limits the Purchaser's general obligation at law to mitigate any Sub-Contractor; loss or damage which it may incur in consequence of a matter giving rise to a claim under this clause 13. 13.6 The provisions of this clause 13 shall not be affected by the limitation of liability provisions of schedule 4 any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification other matters referred to in Paragraph 1.2.1 is made by this Agreement which would limit or avoid liability on the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months part of the Contract Commencement Date.Vendor, save that the total liability of the Vendor under sub-clauses 13.1 and 13.2 shall not exceed in aggregate (pound)1.5m.

Indemnities. Subject 7.1 Each Partner (the indemnifying Partner) shall indemnify and keep indemnified the other Partner(s) (the indemnified Partner(s)) against all claims, costs and liabilities arising directly or indirectly from any events, acts or omissions in relation to their respective functions occurring prior to the Supplier and/or Commencement Date. 7.2 Each of the Partners confirms that it has informed all other Partners of any material or potential liabilities of which it is aware as at the Commencement Date, arising directly or indirectly from any events, acts or omissions of the indemnifying Partner in relation to those of its respective functions which are relevant Sub-Contractor acting in accordance with to the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures arrangements set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out this Agreement. 7.3 This Clause 7 shall apply where one of the termination Partners (“the indemnified Partner”) incurs direct expense or loss, or is subject to claims from third parties as a result of the employment negligent actions or omissions of any employees one or more of the Customer referred to in Paragraph 1.2 made pursuant to other Partners or their employees or agents (“the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriatenegligent Partner(s)”) and the Supplier shallindemnified Partner reasonably settles any such claim or is found liable at law in respect of such a claim having reasonably opted to defend such a claim 7.4 In the circumstances outlined in Clause 7.3 the negligent Partner(s) shall indemnify the indemnified Partner against any such expenses or claims to the extent which such expenses and claims result directly from the negligence of the negligent Partner(s) with the amount indemnified being apportioned according to each Partner’s share of responsibility where two or more Partners admit or are found to be negligent Partners 7.5 The indemnified Partner shall not be entitled under this Clause 7 to recover from an indemnifying Partner any loss of income or any indirect or consequential loss suffered by the indemnified Partner. 7.6 Each Partner agrees: 7.6.1 to notify all other Partners in a timely manner of the details of any Claim 7.6.2 if it considers that this Clause 7 may apply to any Claim to consult with and have reasonable regard to any views expressed by the indemnifying Partner(s) as to the conduct and handling of that Claim and in particular shall not settle dispose or compromise that Claim without the prior written consent of the indemnifying Partner(s) provided that if such consent is unreasonably withheld or delayed the indemnified Partner(s) may proceed to settle dispose or compromise that Claim if in the reasonable opinion of the indemnified Partner(s) it is necessary to so do. 7.7 Each Partner agrees to co-operate and provide all such advice, or shall procure that assistance and information to the Sub-Contractor shall, comply with such obligations other Partners as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur reasonably required in respect of any claim or the conduct of any such employees claim in a timely manner. 7.8 Where: 7.8.1 any claim by or against a Partner or 7.8.2 any claim or losses in respect of which a Partner is or it appears may become entitled to indemnification under this Clause 7 relates solely to the exercise of the Supplier and/or employees statutory functions of one Partner, then that Partner shall be entitled at any time to commence or resist the Claim and shall have the conduct of any defence, dispute, compromise or appeal of the SubClaim and of any incidental negotiations and the other Partners will give that Partner all reasonable co-Contractor. The indemnities in Paragraph 2.1: operation, access and assistance for the purposes of considering and resisting such Claim (including promptly taking all steps necessary to transfer the conduct of such Claim to that Partner) and that Partner shall not apply to: any claim for: discrimination, including on consult with and keep the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission other Partners informed of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months progress of the Contract Commencement DateClaim.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier 2.3.1 The Vendor shall, or shall procure that the Sub-Contractor each other Relevant Seller shall, comply with indemnify and keep indemnified the Purchaser and each other Relevant Purchaser against: (i) any Liability of any Relevant Seller (excluding any liability in respect of Tax) which is not an Assumed Liability including any such obligations as may be imposed upon it under Law. Where Liability which is deemed to be, or becomes, a Liability of the Purchaser and/or any person remains employed other Relevant Purchaser by virtue of any applicable law and which is not otherwise assumed by the Supplier Purchaser and/or any Sub-Contractor other Relevant Purchaser under this Agreement or any Subsidiary Agreement; (ii) any Losses which the Purchaser and/or any other Relevant Purchaser may suffer by reason of the Purchaser and/or any other Relevant Purchaser taking any reasonable action to avoid, resist or defend against any Liability referred to in Clause 2.3.1(i); and (iii) subject to the provisions of the Tax Deed of Covenant, any liability in respect of Tax which the Purchaser and each Relevant Purchaser is indemnified against pursuant to Paragraph 2.2the Tax Deed of Covenant. 2.3.2 The Purchaser shall, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and or shall procure that the Sub-Contractor shall each other Relevant Purchaser shall, indemnify the Customer and keep indemnified each Business Seller against: (i) all Assumed Liabilities and any Former SupplierLiability of the Purchaser and/or any other Relevant Purchaser and/or any other person incurred in the course of carrying on the Operations after Completion including, for the avoidance of doubt, any such Liability which is or is deemed to be or becomes a Liability of any Business Seller by virtue of any applicable law; and (ii) any Losses which any Business Seller may suffer by reason of such Business Seller taking any reasonable action to avoid, resist or defend against any Employee Liabilities Liability referred to in Clause 2.3.2(i); Provided that either no Relevant Purchaser shall be liable under this Clause 2.3.2 to the extent such Relevant Purchaser has a valid claim against the Vendor or other Business Seller under this Agreement or the Tax Deed of them may incur Covenant in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities Liability in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datequestion.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor SubContractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (ii) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. 19.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 clauses 18 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.419.2, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer for any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any Former Supplieraction, and shall procure demand or claim that the Sub-Contractor provision of the Services infringes the Intellectual Property Rights of any third party (an IPR Claim), provided that this indemnity shall not apply if the third party claim in question arises as a result of the default of the Customer or use by the Customer of the Services in a manner not contemplated by and/or permitted by the provisions of this Agreement. 19.2 The Customer shall indemnify the Supplier for any losses, damages liability, costs and expenses (including reasonable professional fees) incurred by it as a result of work undertaken by the Supplier in accordance with the Customer’s specifications, or arising as a result of materials and/or information supplied by the Customer and to the Supplier in the course of the provision of the Services, which gives rise to any Former Supplier, against any Employee Liabilities IPR Claim (a Customer IPR Claim). 19.3 In the event that either of them may incur in respect the Customer receives notice of any such employees IPR Claim, it shall: 19.3.1 notify the Supplier in writing as soon as reasonably practicable; 19.3.2 not make any admission of liability or agree any settlement or compromise of the Claim without the prior written consent of the Supplier and/or employees (such consent not to be unreasonably withheld or delayed); 19.3.3 let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion provided that if the Supplier fails to conduct the Claim in a timely or proper manner the Customer may conduct the Claim at the expense of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: Supplier; 19.3.4 take all reasonable steps to minimise the losses that may be incurred by it or by any claim for: discrimination, including on third party as a result of the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or beliefIPR Claim; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case and 19.3.5 provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any alleged act relevant premises, officers, employees, contractors or omission agents of the Supplier and/or Customer. 19.4 If any Sub-Contractor; IPR Claim is made or any claim that the termination of employment was unfair because is reasonably likely to be made, the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to may at its option: 19.4.1 procure for the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.right to continue receiving the relevant Services; or

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: : 2.1.1 indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed re‐employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. Sub‐Contractor. 2.4 The indemnities in Paragraph 2.1: : 2.4.1 shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. 2.1 Subject to the Supplier and/or the relevant Subsub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: : (a) indemnify the Supplier and/or the relevant Subsub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Subsub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Subsub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Subsub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor sub- contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor sub- contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Subsub-Contractor contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Subsub-Contractor contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. subcontractor. 2.4 The indemnities in Paragraph 2.1: : (a) shall not apply to: : (i) any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. 33.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: : 33.1.1 indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 33.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 33.2 If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. . 33.3 Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: . (a) any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion religion, or belief; or or (ii) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or or (b) any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier Consultant and/or the relevant Notified Sub-Contractor Consultant acting in accordance with the provisions of Paragraphs 1.2 paragraphs 28.2 to 1.4 28.4 of Part C of this Annex G and in accordance with all applicable employment procedures set out in applicable Law the law of the contract and subject also to Paragraph 2.4paragraph 28.4 of Part C of this Annex G, the Customer Employer shall: indemnify the Supplier Consultant and/or the relevant Notified Sub-Contractor Consultant against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Employer referred to in Paragraph 1.2 paragraph 28.2 of Part C of this ▇▇▇▇▇ ▇ made pursuant to the provisions of Paragraph 1.4 paragraph 28.4 of Part C of this Annex G provided that the Supplier Consultant takes, or shall procure that the Notified Sub-Contractor Consultant takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Consultant indemnifies the Supplier Consultant and/or any Notified Sub-Contractor Consultant against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Consultant made pursuant to the provisions of Paragraph 1.4 paragraph 28.2 of Part C of this ▇▇▇▇▇ ▇ provided that the Supplier Consultant takes, or shall procure that the relevant Sub-Contractor Consultant takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 28.2 of Part C of this Annex G is neither re employed by the Customer Employer and/or the Former Supplier Consultant as appropriate nor dismissed by the Supplier Consultant and/or any Sub-Contractor Consultant within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 28.4 of Part C of this Annex G such person shall be treated as having transferred to the Supplier Consultant and/or the Sub-Contractor Consultant (as appropriate) and the Supplier Consultant shall, or shall procure that the Sub-Contractor Consultant shall, comply with such obligations as may be imposed upon it under Lawthe law of the contract. Where any person remains employed by the Supplier Consultant and/or any Sub-Contractor Consultant pursuant to Paragraph 2.2paragraph 28.2 of Part C of this Annex G, all Employee Liabilities in relation to such employee shall remain with the Supplier Consultant and/or the Sub-Contractor Consultant and the Supplier Consultant shall indemnify the Customer Employer and any Former SupplierConsultant, and shall procure that the Sub-Contractor Consultant shall indemnify the Customer Employer and any Former SupplierConsultant, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Consultant and/or employees of the Sub-ContractorConsultant. The indemnities in Paragraph 2.1: paragraph 29.1 of Part C of this Annex G shall not apply to: any claim for: for discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, or in any case in relation to any alleged act or omission of the Supplier Consultant and/or any Sub-ContractorConsultant; or any claim that the termination of employment was unfair because the Supplier Consultant and/or any Notified Sub-Contractor Consultant neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 28.2.1 of Part C of this Annex G is made by the Supplier Consultant and/or any Sub-Contractor Consultant to the Customer Employer and, if applicable, Former Supplier Consultant within 6 six (6) months of the Contract Commencement Date.. Procurement Obligations Where in this Part C of this Annex G the Employer accepts an obligation to procure that a Former Consultant does or does not do something, such obligation shall be limited so that it extends only to the extent that the Employer's contract with the Former Consultant contains a contractual right in that regard which the Employer may enforce, or otherwise so that it requires only that the Employer must use reasonable endeavours to procure that the Former Consultant does or does not act accordingly. 12/08/2013

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer FCDO shall: : 2.1.1 indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer FCDO referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer FCDO and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer FCDO and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer FCDO and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. . 2.4 The indemnities in Paragraph 2.1: : 2.4.1 shall not apply to: : (a) any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (ii) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or or (b) any claim that the termination of employment was unfair because the Supplier and/or any Sub-Sub- Contractor neglected to follow a fair dismissal procedure; and and 2.4.2 shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Sub- Contractor to the Customer FCDO and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. 4.1 Subject to the Supplier Contractor and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 clause 0 to 1.4 clause 0 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4clause 4.4, the Customer Authority shall: : a) indemnify the Supplier Contractor and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 clause 0 made pursuant to the provisions of Paragraph 1.4 clause 0 provided that the Supplier Contractor takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and b) procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Contractor made pursuant to the provisions of Paragraph 1.4 clause 0 provided that the Supplier Contractor takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 4.2 If any such person as is described in Paragraph 1.2 clause 0 is neither re employed by the Customer Authority and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 clause 0 such person shall be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor contractor (as appropriate) and the Supplier Contractor shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. . 4.3 Where any person remains employed by the Supplier Contractor and/or any Sub-Contractor contractor pursuant to Paragraph 2.2clause 4.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Contractor and/or the Sub-Contractor contractor and the Supplier Contractor shall indemnify the Customer Authority and any Former SupplierContractor, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractor. contractor. 4.4 The indemnities in Paragraph 2.1: clause 4.1: a) shall not apply to: : i. in any case in relation to any alleged act or omission of the Contractor and/or any Sub-contractor, any claim for: (A) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or (B) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or or ii. any claim that the termination of employment was unfair because the Supplier Contractor and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and and b) shall apply only where the notification referred to in Paragraph 1.2.1 clause a) is made by the Supplier Contractor and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier Contractor within 6 six months of the Contract Commencement Effective Date.

Indemnities. 2.1. Subject to the Supplier Prime Contractor and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 1.1 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.42.4 below, the Customer DFE shall: : (a) indemnify the Supplier Prime Contractor and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFE referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Prime Contractor takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier Prime Contractor indemnifies the Supplier Prime Contractor and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Prime Contractor referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Prime Contractor takes, or shall procure that the relevant Sub-Contractor Subcontractor takes, all reasonable steps to minimise any such Employee Liabilities. 2.2. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer DFE and/or the Former Supplier Prime Contractor as appropriate nor dismissed by the Supplier Prime Contractor and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Prime Contractor and/or the Sub-Contractor Subcontractor (as appropriate) and the Supplier Prime Contractor shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under LawLaw and where relevant shall comply with the following Pensions Annex. 2.3. Where any person remains employed by the Supplier Prime Contractor and/or any Sub-Contractor SubContractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Prime Contractor and/or the Sub-Contractor SubContractor and the Supplier Prime Contractor shall indemnify the Customer DFE and any Former SupplierPrime Contractor, and shall procure that the Sub-Contractor shall indemnify the Customer DFE and any Former SupplierPrime Contractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Prime Contractor and/or employees of the Sub-ContractorSubcontractor. 2.4. The indemnities in Paragraph 2.1: : (a) shall not apply to: : (i) any claim for: : A) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or B) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Prime Contractor and/or any Sub-Contractor; or or (ii) any claim that the termination of employment was unfair because the Supplier Prime Contractor and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and and (iii) shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier Prime Contractor and/or any Sub-Contractor to the Customer DFE and, if applicable, Former Supplier Prime Contractor within 6 months of the Contract Commencement Date.

Indemnities. Subject 6.1 Save to the Supplier extent that the intentions of Clauses 2.1.1 and 2.1.2 are achieved by the Interim Period Adjustment and/or Clause 11.6, and subject to Clause 6.10 and to any express provision to the relevant Sub-Contractor acting contrary contained in accordance with this Agreement, the provisions of Paragraphs 1.2 Clause 6.2 shall apply. 6.2 Subject to 1.4 and in accordance with Clause 6.1 above: 6.2.1 If any Obligations are incurred by the Seller (and/or one or more of all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination Associated Parties of the employment of any employees of the Customer referred Seller) which relate to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur matters in respect of any such employees period on or after the Economic Date, the Purchaser shall reimburse and indemnify the Seller and its Associated Parties in respect thereof; 6.2.2 If any Obligations (other than Decommissioning Obligations, Safety Obligations and Environmental Obligations) are incurred by the Purchaser (and/or one or more of all of the Supplier and/or employees Associated Parties of the Sub-ContractorPurchaser) which relate to matters in respect of any period prior to the Economic Date, the Seller shall reimburse and indemnify the Purchaser and the Purchaser’s Associated Parties in respect thereof; 6.2.3 If any Benefits accrue to the Seller (and/or one or more of all of the Associated Parties of the Seller) which relate to matters in respect of any period on or after the Economic Date, the Seller shall account to and reimburse the Purchaser in respect thereof; and 6.2.4 If any Benefits accrue to the Purchaser (and/or one or more of all of the Associated Parties of the Purchaser) which relate to matters in respect of any period prior to the Economic Date, the Purchaser shall account to and reimburse the Seller in respect thereof. 6.3.1 Settlement of any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the case of Obligations, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as the case may be). 6.3.2 If there is any dispute as to the quantification of any amount payable under this Clause 6 such dispute may be referred by either Party for determination by an independent chartered accountant nominated by the Parties or, in the absence of agreement between the Parties within five (5) Business Days of a Party notifying the other that it proposes to refer the dispute to an expert, nominated by the President of the Institute of Chartered Accountants in England and Wales. The indemnities nominated chartered accountant shall be afforded such access to books, records, accounts and documents in Paragraph 2.1: the possession of the Parties as he may reasonably request, and he shall act as expert not apply to: any claim for: discriminationas arbitrator. The said chartered accountant’s determination shall, including in the absence of fraud or manifest error or bias, be final and binding on the grounds of sexParties, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy his fees and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and disbursements shall apply only where the notification referred to in Paragraph 1.2.1 is made be borne by the Supplier and/or any Sub-Contractor to Seller and the Customer and, if applicable, Former Supplier within 6 months Purchaser in equal shares and the Parties shall bear their own costs in respect of the Contract Commencement Datesuch reference.

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: : 2.1.1 indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed re‐employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement DateSub‐Contractor.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier within 6 months of the Contract Commencement Effective Date.

Indemnities. Subject to the Supplier Contractor and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier Contractor and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Contractor made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor contractor (as appropriate) and the Supplier Contractor shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier Contractor and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Contractor and/or the Sub-Contractor contractor and the Supplier Contractor shall indemnify the Customer Authority and any Former SupplierContractor, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Contractor and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier Contractor and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier Contractor and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier Contractor within 6 months six (6) Months of the Contract Services Commencement Date.

Indemnities. Subject to 43.1 The Assessment Supplier shall indemnify, keep indemnified and hold harmless the SRA from and against all Losses together with all reasonably incurred legal expenses suffered or incurred by the SRA as a result of any claim that: (a) the provision of the Services, or the receipt of them by the SRA; or (b) the SRA's use, reproduction or exploitation of the Foreground IPR; or (c) the SRA's use of Assessment Supplier and/or the relevant Sub-Contractor acting Background IPR in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4rights granted (or purportedly granted) under Clause 40, infringes the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment Intellectual Property Rights or other proprietary rights of any employees person. 43.2 If a claim, demand or action for infringement or alleged infringement of the Customer any Intellectual Property Rights or other proprietary rights referred to in Paragraph 1.2 made pursuant Clause 43.1 is made, the Assessment Supplier shall, at its own expense and in addition to the provisions Assessment Supplier's obligation to indemnify the SRA in relation to that claim: (a) acting promptly, procure for the SRA the right to continue to use, reproduce and exploit the relevant item which is subject to the Claim in the manner contemplated by this Agreement on terms which are acceptable to the SRA; or (b) if the Assessment Supplier cannot comply with Clause 43.2(a) within a reasonable period, replace or modify the relevant item with a non-infringing substitute provided that: (i) the performance and functionality of Paragraph 1.4 provided the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Services or the information technology systems of the SRA; (iii) there is no additional cost to the SRA; and (iv) the terms and conditions of this Agreement shall apply to the replaced or modified item. 43.3 Clauses 43.1 and 43.2 shall not apply to the extent that the claim is caused by the SRA's use of the relevant item in a manner not reasonably contemplated by this Agreement. 43.4 The Assessment Supplier takesshall indemnify, or shall procure that keep indemnified and hold harmless the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; SRA from and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out Losses together with all reasonably incurred legal expenses suffered or incurred by the SRA as a result of: (a) any claim made against the SRA by a Candidate, potential Candidate or third party in connection with the Assessment Supplier's delivery of termination (or partial, defective or non- delivery of any aspect of) the SQE; (b) the fraud or dishonesty of the employment Assessment Supplier or any Personnel; or (c) any breach of the employees Assessment Supplier's obligations under any of the Former Supplier made pursuant following Clauses: (i) Clause 13 (Compliance with Laws); (ii) Clause 29 (Data Protection); (iii) Clause 42 (Confidentiality); or (iv) Clause 51 (Anti-bribery). 43.5 In relation to the provisions indemnities in this Clause 43, the obligations of Paragraph 1.4 provided that the Assessment Supplier takes, or to indemnify the SRA shall procure be construed such that the relevant Sub-Contractor takes, indemnity shall be in respect of all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed Losses incurred by the Customer and/or SRA, its associates, officers, directors, employees, agents, shareholders, subcontractors and partners (the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15"indemnified parties") Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred save to the Supplier and/or extent that such Losses arose as a result of the Sub-Contractor negligent act or omission or breach of this Agreement by an indemnified party. 43.6 In relation to any claim to be indemnified under this Clause 43, the SRA shall: (a) as appropriatesoon as reasonably practicable give written notice of that matter to the Assessment Supplier, specifying in reasonable detail the nature of the relevant matter and shall use its reasonable endeavours to avoid and mitigate the Losses it incurs; (b) and the Supplier shallnot make any admission of liability, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where enter into any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities agreement or compromise in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur matter in respect of any such employees which it seeks to be indemnified without the prior written consent of the Assessment Supplier and/or employees (such consent not to be unreasonably withheld or delayed); and (c) allow the Assessment Supplier to have the conduct of all proceedings relating to the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on indemnity and cooperate with the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case Assessment Supplier in relation to any alleged act all such proceedings (at the Assessment Supplier's cost). 43.7 If a payment due from the Assessment Supplier to the SRA under this Agreement is subject to tax (whether by way of direct assessment or omission withholding at its source), the SRA shall be entitled to receive from the Assessment Supplier such amounts as will ensure that the net receipt, after tax, to the SRA in respect of the Supplier and/or any Sub-Contractor; or any claim that payment is the termination of employment was unfair because same as it would have been were the Supplier and/or any Sub-Contractor neglected payment not subject to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datetax.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 123.2 to 1.4 123.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 124.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 123.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 123.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 123.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 123.2 of Part C of this Call Off Schedule is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 123.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 124.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 124.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 123.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Contract Call Off Commencement Date.

Indemnities. Subject 6.1 Save to the Supplier extent that the intentions of Clauses 2.1.1 and 2.1.2 are achieved by the Working Capital Adjustment and/or the relevant Sub-Contractor acting Interim Period Adjustment and/or Clause 11.7, and subject to Clause 6.10 and to any express provision to the contrary contained in accordance with this Agreement, the provisions of Paragraphs 1.2 Clause 6.2 shall apply. 6.2 Subject to 1.4 and in accordance with Clause 6.1 above: 6.2.1 If any Obligations are incurred by the Seller (and/or one or more of all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination Associated Parties of the employment of any employees of the Customer referred Seller) which relate to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur matters in respect of any such employees period on or after the Economic Date, the Purchaser shall reimburse and indemnify the Seller and its Associated Parties in respect thereof; 6.2.2 If any Obligations (other than Decommissioning Obligations and Safety Obligations and Environmental Obligations) are incurred by the Purchaser (and/or one or more of all of the Supplier and/or employees Associated Parties of the Sub-ContractorPurchaser) which relate to matters in respect of any period prior to the Economic Date, the Seller shall reimburse and indemnify the Purchaser and the Purchaser’s Associated Parties in respect thereof; 6.2.3 If any Benefits accrue to the Seller (and/or one or more of all of the Associated Parties of the Seller) which relate to matters in respect of any period on or after the Economic Date, the Seller shall account to and reimburse the Purchaser in respect thereof; and 6.2.4 If any Benefits accrue to, the Purchaser (and/or one or more of all of the Associated Parties of the Purchaser) which relate to matters in respect of any period prior to the Economic Date, the Purchaser shall account to and reimburse the Seller in respect thereof. 6.3.1 Settlement of any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the case of Obligations, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as the case may be). 6.3.2 If there is any dispute as to the quantification of any amount payable under this Clause 6 such dispute may be referred by either Party for determination by an independent chartered accountant nominated by the Parties or, in the absence of agreement between the Parties within five (5) Business Days of a Party notifying the other that it proposes to refer the dispute to an expert, nominated by the President of the Institute of Chartered Accountants in England and Wales. The indemnities nominated chartered accountant shall be afforded such access to books, records, accounts and documents in Paragraph 2.1: the possession of the Parties as he may reasonably request, and he shall act as expert not apply to: any claim for: discriminationas arbitrator. The said chartered accountant’s determination shall, including in the absence of fraud or manifest error or bias, be final and binding on the grounds of sexParties, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy his fees and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and disbursements shall apply only where the notification referred to in Paragraph 1.2.1 is made be borne by the Supplier and/or any Sub-Contractor to Seller and the Customer and, if applicable, Former Supplier within 6 months Purchaser in equal shares and the Parties shall bear their own costs in respect of the Contract Commencement Datesuch reference.

Indemnities. Subject to the Supplier Provider's and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs paragraph 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph paragraph 2.4, the Customer HSE shall: indemnify the Supplier Provider and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any of HSE's employees of the Customer referred to in Paragraph 1.2 paragraph 1.1 made pursuant to the provisions of Paragraph 1.4 paragraph 1.2, provided that the Supplier Provider takes, or shall procure that the Notified relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier Previous Provider indemnifies the Supplier Provider and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Previous Provider referred to in paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 paragraph 1.4, provided that the Supplier Provider takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph paragraph 1.2 is neither re employed by the Customer HSE and/or the Former Supplier Provider as appropriate nor dismissed by the Supplier Provider and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 paragraph 1.2.2 such person shall be treated as having transferred to the Supplier Provider and/or the Sub-Contractor (as appropriate) and the Supplier Provider shall, or shall procure that the Sub-Contractor shall, (a) comply with such obligations as may be imposed upon it under LawLaw and (b) comply with the provisions of Part D (Pensions) and its Annexes. Where any person remains employed by the Supplier Provider and/or any Sub-Contractor pursuant to Paragraph paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Provider and/or the Sub-Contractor and the Supplier Provider shall indemnify the Customer HSE and any Former SupplierProvider, and shall procure that the Sub-Contractor shall indemnify the Customer HSE and any Former SupplierProvider, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Provider and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: paragraph 2.1 shall not apply to: any claim for: for discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; belief or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case employees in relation to any alleged act or omission of the Supplier Provider and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier Provider and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where or any termination of the notification employment of any person referred to in Paragraph 1.2.1 paragraph 1.1 that is made by the Supplier and/or any Sub-Contractor pursuant to the Customer andprovisions of paragraph 1.2 more than 3 Months after the Effective Date. Where in this Part C HSE accepts an obligation to procure that a Former Provider does or does not do something, if applicablesuch obligation shall be limited so that it extends only to the extent that HSE's contract with the Former Provider contains a contractual right in that regard which HSE may enforce, or otherwise so that it requires only that HSE must use reasonable endeavours to procure that the Former Supplier within 6 months of the Contract Commencement DateProvider does or does not act accordingly.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Sub- Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Sub- Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 24.2 to 1.4 24.4 of Part C of this Framework Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 25.4 of Part C of this Framework Schedule, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 paragraph 24.2 of Part C of this Framework Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 24.2 of Part C of this Framework Schedule is neither re employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 24.4 of Part C of this Framework Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 25.2 of Part C of this Framework Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 25.1 of Part C of this Framework Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 24.2 of Part C of this Framework Schedule is made by the Supplier and/or any Sub-Contractor to the Customer Authority and, if applicable, Former Supplier within 6 six (6) months of the Contract Framework Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise minimize any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Sub- Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion religion, or belief; or equal pay or compensation for less favourable treatment of part-part- time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer Authority and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer Authority and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer Authority and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor Sub‐Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer FCDO shall: indemnify the Supplier and/or the relevant Sub-Contractor Sub‐Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer FCDO referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub‐ Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor Sub‐Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed re‐employed by the Customer FCDO and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor Sub‐Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor Sub‐Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor Sub‐Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor Sub‐Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor Sub‐Contractor and the Supplier shall indemnify the Customer FCDO and any Former Supplier, and shall procure that the Sub-Contractor Sub‐Contractor shall indemnify the Customer FCDO and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-ContractorSub‐Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject 3.1. On and from the date on which the Non-Promoter Sellers receive the consideration towards the sale of the Sale Shares held by them , the Promoters, hereby agree to, jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Business Warranties and / or Company Warranties. Provided that the provisions of this Clause 3 shall not be applicable to any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from the non-fulfilment (if any) by the Company of the requirement of maintenance of solvency margins as required under the Insurance Act, 1938 and IRDAI (Assets, Liabilities and Solvency Margin of Insurers) Regulations, 2015 for the quarter ending 30 September 2018 and 31 December 2018. Provided further, that (i) in case of a Direct Transfer and In-specie Distribution, the indemnification payment obligations of the Promoters shall be suspended upon the occurrence of a Purchasers Default till the Purchasers Default is cured prior to the Supplier and/or Long Stop Date (as applicable in case of a Purchasers Default) and the relevant Sub-Contractor acting indemnification payment obligations of the Promoters shall fall away entirely if the Purchasers Default is not cured prior to the Long Stop Date; (ii) in case of a Joint Transfer, the indemnification payment obligation of the Promoters will stand suspended with respect to Business Warranties accordance with the terms of clause 6.9.5 of the Restated Long Form SPA; and (iii) in case of a continuing Sellers Default and/ or continuing Extraneous Conditions Default and non occurrence of a Purchaser Default, the indemnification obligations of the Promoters shall be effective from the First Closing (irrespective of when the subsequent Closings occur) and the Promoters shall be liable to indemnify the Purchasers accordingly, if a Direct Claim and / or a Third Party Claim is raised by the Indemnified Persons in accordance with Schedule 3 of this Agreement. 3.2. In case of a Direct Transfer, (i) on and from the provisions Direct Transfer Second Closing Date, the Holdco and Holdco Promoters hereby agree to jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of Paragraphs 1.2 any of the Holdco 1 Sale Share Warranties and / or Holdco 1 Tax Warranties provided by Holdco and Holdco Promoters; and (ii) on and from the Direct Transfer Third Closing Date, the Holdco and Holdco Promoters hereby agree to 1.4 jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in accordance with or breach of any of the Holdco 2 Sale Share Warranties and / or Holdco 2 Tax Warranties provided by Holdco and Holdco Promoters;. 3.3. In case of an In-specie Distribution, on and from the In-specie Second Closing Date, the Holdco Promoters hereby agree to severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all applicable employment procedures Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Holdco Promoters Sale Share Warranties and / or Holdco Promoters Tax Warranties provided by Holdco Promoters. 3.4. Subject to Clause 3.1, on and from the First Closing Date, the Opco Promoters hereby agree to severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Opco Promoters Sale Share Warranties and / or Opco Promoters Tax Warranties. 3.5. In case of a Joint Transfer, (i) on and from the First Closing Date, the Holdco and Holdco Promoters hereby agree to jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Holdco 1 Sale Share Warranties and / or Holdco 1 Tax Warranties provided by Holdco; and (ii) on and from the Joint Transfer Second Closing Date, the Holdco and Holdco Promoters hereby agree to jointly and severally, indemnify, defend and hold harmless the Indemnified Persons from and against any and all Losses, suffered or incurred by the Indemnified Person(s) and which arise out of, or result from any misrepresentation in, inaccuracy in or breach of any of the Holdco 2 Sale Share Warranties and / or Holdco 2 Tax Warranties provided by Holdco. 3.6. Any claim for indemnity pursuant to this Clause 3 shall be made by the Indemnified Persons in the manner set out in applicable Law Schedule 3. 3.7. The liabilities and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out obligations of the termination Promoters under this Clause 3 (Indemnities), except in the case of fraud (in which case, there shall not be any time or monetary limit on the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takesclaims), or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to limited in the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities manner set out in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement DateSchedule 3.

Indemnities. 2.1 Subject to the Supplier Contractor and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Authority shall: : (a) indemnify the Supplier Contractor and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Authority referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Contractor referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Authority and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor contractor (as appropriate) and the Supplier Contractor shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier Contractor and/or any Sub-Contractor Sub- contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Contractor and/or the Sub-Contractor contractor and the Supplier Contractor shall indemnify the Customer Authority and any Former SupplierContractor, and shall procure that the Sub-Contractor contractor shall indemnify the Customer Authority and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractor. contractor. 2.4 The indemnities in Paragraph 2.1: : (a) shall not apply to: : (i) any claim for: : (A) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (B) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Contractor and/or any Sub-Contractorcontractor; or or (ii) any claim that the termination of employment was unfair because the Supplier Contractor and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and and (b) shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier Contractor and/or any Sub-Contractor contractor to the Customer Authority and, if applicable, Former Supplier Contractor within 6 six (6) months of the Contract Commencement Effective Date.

Indemnities. Subject 6.1 The Purchaser shall be liable for Obligations in respect of the Interests irrespective of when such Obligations are or were incurred and the Purchaser shall be entitled to all Benefits in respect of the Interests irrespective of when such Benefits accrue or accrued. 6.2 Save to the Supplier extent that account is taken thereof in the Working Capital Adjustment, 6.2.1 if any Obligations in relation to the Interests are incurred by the Seller after the Completion Date, the Purchaser shall reimburse and indemnify the Seller in respect thereof; and 6.2.2 if any Benefits in relation to the Interests are received by the Seller after the Completion Date, the Seller shall account to and reimburse the Purchaser in respect thereof. 6.3 Notwithstanding any other provision of this Agreement, the Purchaser covenants with the Seller that the Purchaser shall indemnify, defend and hold the Seller and its Affiliates harmless against all and any Environmental Liabilities and/or Decommissioning Liabilities irrespective of when such liabilities are or were incurred, regardless of whosoever is or was a licensee under the relevant Sub-Contractor acting Licence or party under the relevant JOA or UOA or other relevant Interests Document and irrespective of the negligence or breach of duty (statutory or otherwise) of the Seller or its Affiliates. 6.4 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place. 6.5 Any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the provisions case of Paragraphs 1.2 Obligations in relation to 1.4 the Interests, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as appropriate). 6.6.1 Under this Clause 6, if any Person not a party to this Agreement (a “Third Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that the Third Party intends to bring or has brought (a “Third Party Claim”) against the Indemnified Party and which gives rise or would give rise to a claim for indemnification against the other Party (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out any event within ten (10) Business Days after receiving notice of the termination Third Party Claim) notify the Indemnifying Party thereof in writing, giving reasonably detailed particulars of the employment of any employees Third Party Claim. 6.6.2 The Indemnifying Party will have the right to (and shall, if so requested in writing by the Indemnified Party) assume and conduct the defence of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 Third Party Claim at its sole cost provided that the Supplier takes, or shall procure that Indemnifying Party first indemnifies and holds harmless the Notified Sub-Contractor takes, all Indemnified Party (to the Indemnified Party’s reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor satisfaction) against all Employee Liabilities arising out costs and liabilities it may incur as a result of termination allowing the Indemnifying Party the right to assume conduct of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 Third Party Claim and provided that the Supplier takesIndemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 6.6.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 6.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. 6.6.4 Notwithstanding Clause 6.6.3, in no event will the Indemnified Party consent to the entry of any judgment or shall procure that enter into any settlement with respect to the relevant Sub-Contractor takesThird Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). 6.6.5 In the event of a Third Party Claim being made, each Party, subject to the other Party agreeing to keep the same confidential and to use the same only in connection with the Third Party Claim, agrees to provide to the other Party (and its authorised employees and its professional advisers) all reasonable steps material technical, legal and financial information reasonably necessary or conducive to minimise any such Employee Liabilitiesthe proper defence of the Third Party Claim. 6.7 In this Clause 6, “indemnity” means indemnity on an after tax basis. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person Such indemnity payments shall be treated as having transferred an adjustment to the Supplier and/or Consideration. On “an after tax basis” for the Sub-Contractor (purposes of this Clause 6.7 shall mean that in calculating the amount of an indemnity there shall be taken into account: 6.7.1 the amount by which any liability for taxation of the party to be paid is actually increased as appropriate) a result of the indemnity payment being received; and 6.7.2 any withholding tax suffered on the payment of indemnity payment so that if withholding tax is suffered, the payer shall pay such sum to the payee as will, after the deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding and in the Supplier shall, or shall procure event that the Sub-Contractor shallpayer becomes entitled to a credit or repayment in respect of such withholding tax, comply with it shall pay to the payer such obligations amount (not exceeding the credits or repayment) as may be imposed upon it under Law. Where any person remains employed by will leave the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, payee in no worse position than if the withholding had not been suffered. 6.8 The ascertainment of all Employee Liabilities Obligations and Benefits in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including Interests under this Clause 6 will be calculated on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datean Accruals Basis.

Indemnities. 2.1 Subject to the Supplier Contractor and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: Department will: (a) indemnify the Supplier Contractor and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Department referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall will procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, and (b) procure that the Former Supplier Contractor indemnifies the Supplier Contractor and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Contractor referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Contractor takes, or shall will procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Department and/or the Former Supplier Contractor as appropriate nor dismissed by the Supplier Contractor and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall will be treated as having transferred to the Supplier Contractor and/or the Sub-Contractor (as appropriate) and the Supplier shallContractor will, or shall will procure that the Sub-Contractor shallwill, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier Contractor and/or any Sub-Sub- Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall will remain with the Supplier Contractor and/or the Sub-Contractor and the Supplier shall Contractor will indemnify the Customer Department and any Former SupplierContractor, and shall will procure that the Sub-Contractor shall will indemnify the Customer Department and any Former SupplierContractor, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Contractor and/or employees of the Sub-Contractor. . 2.4 The indemnities in Paragraph 2.1: shall : (a) will not apply to: : (i) any claim for: : (A) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (B) equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Contractor and/or any Sub-Contractor; or or (ii) any claim that the termination of employment was unfair because the Supplier Contractor and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall and (b) will apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier Contractor and/or any Sub-Contractor to the Customer Department and, if applicable, Former Supplier Contractor within 6 months of the Contract Commencement Effective Date.

Indemnities. Subject 6.1 The Purchaser shall be liable for Obligations in respect of the Interests irrespective of when such Obligations are or were incurred and the Purchaser shall be entitled to all Benefits in respect of the Interests irrespective of when such Benefits accrue or accrued. 6.2 Save to the Supplier extent that account is taken thereof in the Working Capital Adjustment, 6.2.1 if any Obligations in relation to the Interests are incurred by the Seller after the Completion Date, the Purchaser shall reimburse and indemnify the Seller in respect thereof; and 6.2.2 if any Benefits in relation to the Interests are received by the Seller after the Completion Date, the Seller shall account to and reimburse the Purchaser in respect thereof. 6.3 Notwithstanding any other provision of this Agreement, the Purchaser covenants with the Seller that the Purchaser shall indemnify, defend and hold the Seller and its Affiliates harmless against all and any Environmental Liabilities and/or Decommissioning Liabilities irrespective of when such liabilities are or were incurred, regardless of whosoever is or was a party to the Licence or party under the relevant Sub-Contractor acting JOA or other relevant Interests Document and irrespective of the negligence or breach of duty (statutory or otherwise) of the Seller or its Affiliates. 6.4 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place. 6.5 Any amount to be paid or reimbursed in accordance with this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the provisions case of Paragraphs 1.2 Obligations in relation to 1.4 the Interests, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the Seller’s Account or the Purchaser’s Account (as appropriate). 6.6.1 Under this Clause 6, if any Person not a party to this Agreement (a “Third Party”) shall notify a Party (the “Indemnified Party”) with respect to any claim that the Third Party intends to bring or has brought (a “Third Party Claim”) against the Indemnified Party and which gives rise or would give rise to a claim for indemnification against the other Party (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out any event within ten (10) Business Days after receiving notice of the termination Third Party Claim) notify the Indemnifying Party thereof in writing, giving reasonably detailed particulars of the employment of any employees Third Party Claim. 6.6.2 The Indemnifying Party will have the right to (and shall, if so requested in writing by the Indemnified Party) assume and conduct the defence of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 Third Party Claim at its sole cost provided that the Supplier takes, or shall procure that Indemnifying Party first indemnifies and holds harmless the Notified Sub-Contractor takes, all Indemnified Party (to the Indemnified Party’s reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor satisfaction) against all Employee Liabilities arising out costs and liabilities it may incur as a result of termination allowing the Indemnifying Party the right to assume conduct of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 Third Party Claim and provided that the Supplier takesIndemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably). 6.6.3 Unless and until an Indemnifying Party assumes the defence of the Third Party Claim as provided in Clause 6.6.2, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. 6.6.4 Notwithstanding Clause 6.6.3, in no event will the Indemnified Party consent to the entry of any judgment or shall procure that enter into any settlement with respect to the relevant Sub-Contractor takesThird Party Claim without the prior written consent of the Indemnifying Party (not to be withheld or delayed unreasonably). 6.6.5 In the event of a Third Party Claim being made, each Party, subject to the other Party agreeing to keep the same confidential and to use the same only in connection with the Third Party Claim, agrees to provide to the other Party (and its authorised employees and its professional advisers) all reasonable steps material technical, legal and financial information reasonably necessary or conducive to minimise any such Employee Liabilitiesthe proper defence of the Third Party Claim. 6.7 In this Clause 6, “indemnity” means indemnity on an after tax basis. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person Such indemnity payments shall be treated as having transferred an adjustment to the Supplier and/or Consideration. On “an after tax basis” for the Sub-Contractor (purposes of this Clause 6.7 shall mean that in calculating the amount of an indemnity there shall be taken into account: 6.7.1 the amount by which any liability for taxation of the party to be paid is actually increased as appropriate) a result of the indemnity payment being received; and 6.7.2 any withholding tax suffered on the payment of indemnity payment so that if withholding tax is suffered, the payer shall pay such sum to the payee as will, after the deduction or withholding has been made, leave the payee with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding and in the Supplier shall, or shall procure event that the Sub-Contractor shallpayer becomes entitled to a credit or repayment in respect of such withholding tax, comply with it shall pay to the payer such obligations amount (not exceeding the credits or repayment) as may be imposed upon it under Law. Where any person remains employed by will leave the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, payee in no worse position than if the withholding had not been suffered. 6.8 The ascertainment of all Employee Liabilities Obligations and Benefits in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including Interests under this Clause 6 will be calculated on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datean Accruals Basis.

Indemnities. 2.1 Subject to the Supplier Agency and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer Client shall: : 2.1.1 indemnify the Supplier Agency and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer Client referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Agency takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier Agency indemnifies the Supplier Agency and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier Agency made pursuant to the provisions of Paragraph 1.4 provided that the Supplier Agency takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re employed by the Customer Client and/or the Former Supplier Agency as appropriate nor dismissed by the Supplier Agency and/or any Sub-Sub- Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier Agency and/or the Sub-Contractor (as appropriate) and the Supplier Agency shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier Agency and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier Agency and/or the Sub-Contractor and the Supplier Agency shall indemnify the Customer Client and any Former SupplierAgency, and shall procure that the Sub-Contractor shall indemnify the Customer Client and any Former SupplierAgency, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier Agency and/or employees of the Sub-Contractor. . 2.4 The indemnities in Paragraph 2.1: : 2.4.1 shall not apply to: : (a) any claim for: : (i) discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or or (ii) equal pay or compensation for less favourable treatment of part-part- time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier Agency and/or any Sub-Contractor; or or (b) any claim that the termination of employment was unfair because the Supplier Agency and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and and 2.4.2 shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier Agency and/or any Sub-Contractor to the Customer Client and, if applicable, Former Supplier Agency within 6 months of the Contract Call-Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Sub- Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Sub- Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph Paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractorcontractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractorcontractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 1.2(a) is made by the Supplier and/or any Sub-Contractor contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) 15 Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Call-Off Commencement Date.. Where in this Part C the Customer accepts an obligation to procure that a Former Supplier does or does not do something, such obligation shall be limited so that it extends only to the extent that the Customer's contract with the Former Supplier contains a contractual right in that regard which the Customer may enforce, or otherwise so that it requires only that the Customer must use reasonable endeavours to procure that the Former Supplier does or does not act accordingly. 12/08/2013

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph paragraph 1.2 made pursuant to the provisions of Paragraph paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in paragraph 1.2 made pursuant to the provisions of Paragraph paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph paragraph 1.2 is neither re re-employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to The Supplier shall: defend the Customer, at the Supplier's expense, against any claim by a third party that: the provision of the Services, or the receipt of them by the Customer; or the Customer's use of Supplier and/or the relevant Sub-Contractor acting Background IPR in accordance with the provisions rights granted (or purportedly granted) under Clause 8.11, infringes the copyright or UK patent of Paragraphs 1.2 to 1.4 any person (a "Customer Infringement Claim"); and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, indemnify the Customer shall: indemnify from and against all damages awarded under any final judgment by a court of competent jurisdiction or agreed by the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment in final settlement of any employees Customer Infringement Claim, provided that: the Customer makes no statement prejudicial to the Supplier or in respect of such Customer Infringement Claim; such infringement (or alleged infringement) is not caused by or contributed to by acts of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination use or exploitation of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed Foreground IPR by the Customer and/or or its licensees; the Former Supplier as appropriate nor dismissed by Customer notifies the Supplier and/or any Sub-Contractor within promptly in writing of the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to details of the Customer Infringement Claim; the Customer gives the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities reasonable assistance in relation to such employee shall remain connection with the Supplier and/or Customer Infringement Claim, at the Sub-Contractor Supplier's cost; and the Supplier shall have sole conduct and control of the defence of such Customer Infringement Claim, and/or any settlement or compromise of such Customer Infringement Claim. The Customer shall indemnify and keep indemnified the Supplier from and against all Losses suffered or incurred by the Supplier as a result of a claim by a third party that the Supplier’s use of the Customer and any Former Supplier, and shall procure that Materials in accordance with the Sub-Contractor shall indemnify rights granted (or purportedly granted) under Clause 8.5 infringes the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect Intellectual Property Rights or other proprietary rights of any such employees of the person ("Supplier and/or employees of the Sub-ContractorInfringement Claim"). The indemnities in Paragraph 2.1Supplier shall: shall as soon as reasonably practicable after becoming aware of any Supplier Infringement Claim, give written notice of it to the Customer; not apply to: make any claim for: discriminationadmission of liability, including on the grounds of sex, race, disability, age, gender reassignment, marriage agreement or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case compromise in relation to any alleged act Supplier Infringement Claim without the Customer's prior written consent (not to be unreasonably withheld or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Datedelayed).

Indemnities. 2.1 Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer DFID shall: : 2.1.1 indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer DFID referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and and 2.1.2 subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Sub- Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. . 2.2 If any such person as is described in Paragraph 1.2 is neither re re-employed by the Customer DFID and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. . 2.3 Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer DFID and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer DFID and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 paragraphs 66.2 to 1.4 66.4 of Part C of this Call Off Schedule and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4paragraph 67.4 of Part C of this Call Off Schedule, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 paragraph 66.2 of Part C of this Call Off Schedule made pursuant to the provisions of Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 paragraph 66.2 of Part C of this Call Off Schedule is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 paragraph 66.4 of Part C of this Call Off Schedule such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2paragraph 67.2 of Part C of this Call Off Schedule, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1paragraph 67.1 of Part C of this Call Off Schedule: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 paragraph 66.2 of Part C of this Call Off Schedule is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 six (6) months of the Contract Call Off Commencement Date.

Indemnities. Subject to the Supplier and/or the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant pur- suant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the Notified Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities Liabil- ities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Sub- Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Sub- Contractor shall indemnify the Customer and any Former Supplier, against any Employee Em- ployee Liabilities that either of them may incur in respect of any such employees of the Supplier and/or employees of the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: any claim for: discrimination, including on the grounds of sex, race, disability, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made by the Supplier and/or any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months of the Contract Commencement Date.:

Indemnities. Subject (a) The Borrower shall indemnify and save harmless the Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, including any loss or expense arising from interest or fees payable by the Administrative Agent or such Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which may be incurred by the Administrative Agent or such Lender as a consequence of: (i) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or deemed to have been made; (ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Supplier and/or Borrower to pay the relevant Sub-Contractor acting in accordance with the provisions of Paragraphs 1.2 to 1.4 and in accordance with all applicable employment procedures set out in applicable Law and subject also to Paragraph 2.4, the Customer shall: indemnify the Supplier and/or the relevant Sub-Contractor against all Employee Liabilities arising out of the termination of the employment of any employees of the Customer referred to in Paragraph 1.2 made pursuant to the provisions of Paragraph 1.4 provided amount that the Supplier takesBorrower has failed to pay), or shall procure that the Notified Sub-Contractor takesincluding, but not limited to, all reasonable steps to minimise any such Employee Liabilities; and subject to paragraph 3, procure that the Former Supplier indemnifies the Supplier and/or any Notified Sub-Contractor against all Employee Liabilities arising out of termination of the employment of the employees of the Former Supplier made pursuant to the provisions of Paragraph 1.4 provided that the Supplier takes, or shall procure that the relevant Sub-Contractor takes, all reasonable steps to minimise any such Employee Liabilities. If any such person as is described in Paragraph 1.2 is neither re employed by the Customer and/or the Former Supplier as appropriate nor dismissed by the Supplier and/or any Sub-Contractor within the fifteen sums (15) Working Day period referred to in Paragraph 1.4 such person shall be treated as having transferred to the Supplier and/or the Sub-Contractor (as appropriate) and the Supplier shall, or shall procure that the Sub-Contractor shall, comply with such obligations as may be imposed upon it under Law. Where any person remains employed by the Supplier and/or any Sub-Contractor pursuant to Paragraph 2.2, all Employee Liabilities in relation to such employee shall remain with the Supplier and/or the Sub-Contractor and the Supplier shall indemnify the Customer and any Former Supplier, and shall procure that the Sub-Contractor shall indemnify the Customer and any Former Supplier, against any Employee Liabilities that either of them may incur whether in respect of principal, interest or any other amount) paid or payable by such Lender or the Administrative Agent in order to fund the amount of any such employees unpaid amount to the extent such Lender or the Administrative Agent is not reimbursed pursuant to any other provisions of this Agreement; (iii) if the Supplier and/or employees Borrower decides not to accept an Accommodation after it has given a Notice of Availment under this Agreement that it desires to obtain such Accommodation; (iv) failure by the Sub-Contractor. The indemnities in Paragraph 2.1: shall not apply to: Borrower to make an optional repayment of outstanding Accommodation after the Borrower has given notice under this Agreement that it desires to make such repayment; (v) the repayment by the Borrower of any claim for: discrimination, including LIBOR Loan otherwise than on the grounds expiration of sexany applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the maturity date of such Accommodation (including without limitation any such payment pursuant to Article 5 or upon acceleration pursuant to Section 10.2); (vi) any other default by the Borrower under any Credit Document; (vii) the execution, racedelivery, disabilityenforcement and administration of any Credit Document, age, gender reassignment, marriage or civil partnership, pregnancy and maternity or sexual orientation, religion or belief; or equal pay or compensation for less favourable treatment of part-time workers or fixed-term employees, in any case in relation to any alleged act or omission of the Supplier and/or any Sub-Contractor; or any claim that Credit; and/or (viii) the termination of employment was unfair because the Supplier and/or any Sub-Contractor neglected to follow a fair dismissal procedure; and shall apply only where the notification referred to in Paragraph 1.2.1 is made application by the Supplier and/or Borrower of any Sub-Contractor to the Customer and, if applicable, Former Supplier within 6 months Accommodation or any proceeds of the Contract Commencement Dateany Accommodation.