OR QUALITY AGREEMENT),
PROVIDED THAT NYCOMED'S OBLIGATIONS UNDER THE SERVICES AGREEMENT ARE SATISFIED.
9.7.
IT IS AGREED THAT IN THE EVENT THAT ANY PERSON (INCLUDING ANY
ASSIGNED EMPLOYEE) (AN "UNEXPECTED EMPLOYEE") ALLEGES OR ESTABLISHES THAT HIS
EMPLOYMENT WITH NYCOMED OR ANY SUBCONTRACTOR (OF WHATEVER TIER), OR ANY
LIABILITIES OR OBLIGATIONS RELATING TO HIS EMPLOYMENT OR ITS TERMINATION,
TRANSFERS TO TMC OR ANY SUCCESSOR PROVIDER, BY VIRTUE OF THE APPLICATION OF
TUPE, UPON THE EFFECTIVE DATE OR UPON TERMINATION:
9.7.1.
WHERE EITHER PARTY BECOMES AWARE OF SUCH ALLEGATION OR FINDING,
THAT PARTY WILL NOTIFY THE OTHER PARTY AS SOON AS REASONABLY PRACTICABLE;
9.7.2.
TMC WILL THEN ALLOW NYCOMED OR ANY SUBCONTRACTOR (OF WHATEVER TIER)
21 CALENDAR DAYS EITHER TO OFFER EMPLOYMENT TO THE UNEXPECTED EMPLOYEE OR TAKE
OTHER STEPS SO AS TO EFFECT A WRITTEN WITHDRAWAL OF THE ALLEGATIONS OR A
SETTLEMENT OF THE UNEXPECTED EMPLOYEE'S RELEVANT CLAIMS (IN THE EVENT THAT SUCH
SETTLEMENT REQUIRES TMC TO BE A PARTY FOR IT TO VALIDLY SETTLE CLAIMS AGAINST
TMC, TMC WILL CO-OPERATE WITH THIS AND NYCOMED INDEMNIFIES TMC FOR TMC'S
LIABILITIES UNDER SUCH SETTLEMENT AGREEMENT);
9.7.3.
IF AT THE END OF SUCH 21-DAY PERIOD THE UNEXPECTED EMPLOYEE IS OR
STILL ALLEGES TO BE AN EMPLOYEE OF TMC OR ANY SUCCESSOR PROVIDER, THEN WITHIN 14
CALENDAR DAYS OF THE END OF SUCH 21-DAY PERIOD TMC OR THE SUCCESSOR PROVIDER (AS
APPROPRIATE) SHALL ELECT IN WRITING TO NYCOMED TO FOLLOW EITHER (A) OR (B)
BELOW:
(a)
If TMC or the Successor Provider (as appropriate) elects option
(a), it shall thereafter employ the Unexpected Employee; and notwithstanding the
definition of Unexpected Employee Liability set out below, no costs, claims,
losses, damages, liabilities, reasonable expenses, payments made under
reasonable settlement agreements, statutory redundancy pay, contractual
redundancy pay or entitlements (such as pension-related entitlements) triggered
by redundancy, which relate to the period after the date of the written election
of this option (a), shall constitute Unexpected Employee Liabilities.
(b)
If TMC or the Successor Provider (as appropriate) elects option
(b), then TMC shall, or shall procure that any Successor Provider (as
appropriate) shall, dismiss the Unexpected Employee, as follows. During the 21
days after such written election, Nycomed may upon notification to TMC conduct
(on TMC's or the Successor Contractor's behalf, and with reasonable co-operation
by TMC or the Successor Contractor, including in the provision of appropriate
information to Nycomed) any process in relation to such dismissal as it
reasonably considers necessary to reduce the chances of legal action by the
Unexpected Employee in relation to his/her dismissal. After such 21 day period
(or earlier if notified in writing by
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Nycomed) TMC (or the Successor Contractor, as appropriate) shall dismiss the
Unexpected Employee.
9.8.
FOR PURPOSES OF THIS SECTION 9, "UNEXPECTED EMPLOYEE LIABILITY"
MEANS ANY COSTS (INCLUDING WITHOUT LIMITATION ALL SALARY, BENEFIT, PENSION AND
OTHER EMPLOYMENT COSTS), CLAIMS, LOSSES, DAMAGES, LIABILITIES, REASONABLE
EXPENSES (INCLUDING WITHOUT LIMITATION ALL LEGAL AND COURT COSTS), PAYMENTS MADE
UNDER REASONABLE SETTLEMENT AGREEMENTS, STATUTORY REDUNDANCY PAY, CONTRACTUAL
REDUNDANCY PAY, AND ANY