Common use of Indemnities and Insurance Clause in Contracts

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and shall indemnify and keep indemnified in full and on demand the Authority or any Authority Related Party or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contract.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES12.1 The Employment Business undertakes all reasonable efforts to ensure reasonable standards of skills, reliability, integrity, and experience from the temporary worker and provide them in accordance with the Clients booking but no liability is accepted by the employment business for any claim arising from failure to provide a temporary worker for all or part of an assignment or from any loss or damage attributable to negligence, dishonesty, misconduct or lack of skills. 7.1 (Limitation 12.2 Agency Workers supplied by the Employment Business are not the employees of Liability) the Employment Business, but are deemed to be under the supervision and direct control of the Client from the time they report to take up duties and for the duration of the Assignment. The Client agrees to be responsible forfor all acts, errors or omissions of the Agency Worker, whether wilful, negligent or otherwise as though the Agency Worker were an employee of the Client. 12.3 Subject to the other provisions of these Conditions, the Employment Business shall not be liable for any indirect or consequential loss (both of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss) costs, damages, charges expenses caused directly or indirectly by any delay or failure. 12.4 The Employment Business shall be responsible for deduction and payment of all tax, National Insurance contributions and other taxes and levies in respect of persons employed (for the avoidance of doubt on a PAYE basis only) by the Employment Business and shall indemnify keep the Client and keep indemnified in full and on demand any successor to the Authority or any Authority Related Party or Related Organisation from and against: Employment Business Indemnified against all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of make such statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct Losses payments that may be suffered or incurred by the Authority Client and any successor to the Employment Business. A Temporary Worker who is self-employed or engaged under the CIS scheme shall be responsible for deduction and payment of their own income tax, National Insurance contributions and other relevant taxes and accordingly the Employment Business does not offer an indemnity to the Client in that regard. 12.5 The Employment Business shall ensure that Temporary Workers are contractually obliged to comply with: (a) all relevant statutes, laws, regulations and codes of practice from time to time in force in the performance of an Assignment and applicable to the Client's business; (b) the Client's health and safety policy whilst the Temporary Workers are on the Client’s premises or any Related Organisation of the Client's customers' or suppliers' or agents' (direct or indirect) premises; and (c) a restriction not to disclose any confidential information of the Client or any of the Client’s customers or suppliers or agents (direct or indirect), which they may acquire during the course of the Assignment. 12.6 Prior to the commencement of any work by a Qualifying Temporary Worker in connection relation to an Assignment, or by a Temporary Worker who during the course of work on that Assignment will become a Qualifying Temporary Worker, the Employment Business shall notify the Client of this fact, and agree with the performance or non-performance by Client the Contractor of applicable Temporary Worker Fees, including any Other Qualifying Payments which may be payable. 12.7 The Employment Business shall and shall ensure that it shall at all times comply with their obligations under the AWR 2010, including but not limited to providing any Qualifying Temporary Worker with the Relevant Terms and Conditions in accordance with regulation 5. 12.8 The Client shall at all times comply with its obligations under the Contract or material AWR 2010, including but not limited to providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulation 12 and 13 of the AWR 2010. 12.9 In the event that either party receives an allegation by any Temporary Worker that there has been a breach of the Contract AWR 2010 in relation to the supply of that person to the Client by the ContractorEmployment Business (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within seven days of receipt. The Contractor parties shall not co-operate with each other in relation to responding to that allegation, which shall include supplying any information which may be responsible or be obliged reasonably requested by the other party, and complying with any reasonable requests in relation to indemnify the Authority forcontents of any response. 12.10 The Employment Business will within seven days of receiving a written request from the Client provide to it: 1.2 (Contractor's Indemnitya) the number of Temporary Workers currently being supplied to the Client; (inclusiveb) which arises as a direct result the parts of the Contractor acting on Client's undertaking in which those Temporary Workers are working; and (c) the written instruction type of work those Temporary Workers are carrying out; together with any other information which the Authority's Representative, provided that the Contractor has implemented the instruction Client may reasonably request in a manner which is not negligent and is in accordance with Good Industry Practice; or relation to any injury, loss, damage, cost and expense to the extent caused payments made by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of Employment Business, its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; sub-contractors or any other liability intermediaries to any Temporary Workers, in order to ensure compliance with the AWR 2010. 12.11 During the term of that Party under this Contractagreement (and for a period of 12 months thereafter), the Employment Business shall maintain in force, with a reputable insurance company, professional indemnity insurance. 12.12 The provisions of this clause 12 shall survive termination of this agreement.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation 15.1 Without prejudice to any rights or remedies of Liability) be responsible for, and the Purchaser the Supplier shall indemnify and keep indemnified in full and on demand the Authority or any Authority Related Party or Related Organisation from and against: Purchaser against all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, suits, claims, demands, costslosses, charges charges, costs and expenses (including legal expenses on an indemnity basis) arising which the Purchaser may suffer or incur as a result of or in connection with any tort committed by the Contractor damage to property or in respect of any injury (including negligence whether fatal or otherwise) to any person which may result directly or indirectly from any negligence, breach of statutory duty), misrepresentation by contract or other wrongful act or omission of the Contractor Supplier or the Contractor's breach Supplier’s employees, agents or sub- contractors. 15.2 The Purchaser shall indemnify the Supplier in respect of its obligations under this Contract; and loss of all claims, proceedings, actions, damages, fines, costs, expenses or damage to any Authority Data other liabilities which may arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material a breach of the Contract by Data Protection Laws where the Contractor. The Contractor shall not be responsible or be obliged to indemnify breach is the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor Supplier acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense the Purchaser’s specific written instructions. This indemnity provision shall not apply if the Supplier- (a) acts on the Purchaser’s specific written instructions but fails to notify the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this ContractPurchaser in accordance with Condition 28.11(c) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or (b) fails to comply with any other obligation under the Contract. 15.3 Except in the case of loss, damage or personal injury (including death) suffered by an employee of the Supplier (in respect of which the indemnity in Condition 15.1 shall apply whether or not the loss, damage or personal injury was caused by the negligent or wilful act or omission of the Purchaser or any other employee or agent of the Purchaser) the indemnity contained in Condition 15.1 shall not apply to the extent that the loss, damage or injury is caused by the negligent or wilful act or omission of the Purchaser or any employee or agent of the Purchaser. 15.4 The Supplier shall have in force and shall require any sub-Contractor to have in force: (a) employer’s liability insurance in accordance with any legal requirements for the time being in force, and (b) public liability insurance for such sum and range of that Party cover as the Supplier deems to be appropriate but covering at least all matters which are the subject of indemnities or compensation obligations under this Contractthese Conditions in the sum of not less than £1 million for any one incident and unlimited in total, unless otherwise agreed by the Purchaser in writing. 15.5 The policy or policies of insurance referred to in Condition 15.4 shall be shown to the Purchaser whenever the Purchaser requests, together with satisfactory evidence of payment of premiums, including the latest premium due thereunder.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation a) Buyer agrees that all payments to Seller hereunder shall be free of Liabilityexpense to Seller with respect to the amount of any local, state, federal or foreign taxes (other than those measured by Seller's net income or capital or franchise taxes) be responsible foror withholdings, license fees, duties, assessments, charges, fines or penalties hereafter levied or imposed upon or in connection with or measured by this Agreement or any sale, xxxxxxxxxxxx, xxxxxx, use, payment, shipment, delivery or transfer of title with respect to the Aircraft, all of which Buyer assumes and agrees to pay in addition to the payments provided for herein. Specifically, Buyer agrees to pay, and shall to indemnify and keep indemnified save Seller harmless from, any delay (unless caused by Seller) in full paying, all sales, use, stamp and personal property taxes, if any, which may be payable or determined to be payable in connection with this Agreement and the transactions contemplated herein. (b) Any amount payable to Seller or Buyer pursuant to Section 10 or this Section 11 shall be paid by the responsible party to the other party immediately upon receipt of a written demand therefor from such other party, in immediately available funds at such bank or to such account as specified by such other party in written directions to the responsible party, or, if no such directions shall have been given, by check of the responsible party payable to the order of such other party and mailed to such other party by certified mail, postage prepaid at its address set forth in the introductory paragraph of this Agreement. Any amount payable by the responsible party under this Section 11 or otherwise under this Agreement which is not paid when due shall bear interest at a rate per annum equal to three percent (3%) over the rate publicly announced from time to time as the prime rate of The Chase Manhattan Bank. (c) Buyer shall defend and pay on demand the Authority or any Authority Related Party or Related Organisation behalf of, and indemnify and hold harmless, Seller and its officers, directors, employees and agents from and against: against all liability for: death liabilities, damages, claims, losses and judgments, including all costs and expenses incidental thereto, which may be suffered by, accrued against or personal injury; charged to or recoverable from Seller or its officers, directors, employees or agents by reason of loss of or damage to property (including property belonging to the Authority Aircraft or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contractuse thereof) or by reason of injury or death of any person resulting from the breach operation, use or ownership of the Aircraft by Buyer after Closing. In furtherance thereof, for two (2) years following the Authority date of Closing, Buyer shall name Seller as an additional insured with respect to any public liability insurance which is obtained by or on behalf of Buyer in respect of the Aircraft. (d) Buyer further agrees and confirms that its obligations under this Contract. An indemnity by either Party under any provision and agreements with respect to indemnification set forth herein shall survive the execution and delivery of this Contract shall be without limitation to: any indemnity by that Party under any other provision Agreement and the payment of this Contract; or any other liability of that Party under this Contractthe Purchase Price for the Aircraft hereunder.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES19.1 Schering will indemnify and hold Pharmion and its Affiliates, and their employees, officers and directors harmless against any loss, damages, action, suit, claim, demand, liability, expense, bodily injury, death or property damage (a "Loss"), that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of: (a) the development or Manufacture of a Product by Schering or its Affiliates, the Manufacturer or their representatives, agents or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or (b) the breach by Schering of any of its covenants, representations or warranties set forth in this Agreement; provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or wilful misconduct of Pharmion and its Affiliates. 7.1 19.2 Pharmion will indemnify and hold Schering, and its Affiliates, and their employees, officers and directors harmless against any Loss that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of the development, Manufacture (Limitation but only if Pharmion is then entitled to Manufacture Product under the terms of Liabilitythis Agreement), use, sale, storage or handling of Product by Pharmion or its Affiliates or their representatives, agents or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or (b) the breach by Pharmion of any of its covenants, representations or warranties set forth in this Agreement; provided that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or wilful misconduct of Schering or its Affiliates. Each Party entitled to be responsible forindemnified by the other Party (an "Indemnified Party") pursuant to Section 19.1 or 19.2 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall indemnify and keep indemnified in full and on demand permit the Authority Indemnifying Party to assume the defense of any such claim or any Authority Related Party or Related Organisation from and against: all liability for: death or personal injurylitigation resulting therefrom; loss provided that counsel for the Indemnifying Party, who shall conduct the defense of or damage to property (including property belonging to the Authority such claim or any Related Organisation litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such Party's expense (unless (i) the employment of counsel by such Indemnified Party has been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the defense of such action, in each of which cases the Indemnifying Party shall pay the reasonable fees and expenses of one law firm serving as counsel for the Indemnified Party, which it is responsiblelaw firm shall be subject to approval, not to be unreasonably withheld, by the Indemnifying Party); breach and provided further, that the failure of statutory duty; failure any Indemnified Party to exercise its duty of care under give notice as provided herein shall not relieve the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach Indemnifying Party of its obligations under this ContractAgreement to the extent that the failure to give notice did not result in harm to the Indemnifying Party. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the approval of each Indemnified Party which approval shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which (i) would result in injunctive or other relief being imposed against the Indemnified Party; and loss or (ii) does not include as an unconditional term thereof giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or damage to any Authority Data which arise out of, or in consequence of, litigation. Each Indemnified Party shall furnish such information regarding itself or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; claim in question as an Indemnifying Party may reasonably request in writing and any Direct Losses suffered or incurred by the Authority or any Related Organisation shall be reasonably required in connection with the performance or non-performance by defense of such claim and litigation resulting therefrom. 19.3 Each Party shall obtain and maintain in full force and effect throughout the Contractor term of this Agreement insurance in respect of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result other under this Section 19. Each Party shall, on the request of the Contractor acting other, provide the other with a copy of any such insurance policy and shall pay all premiums due in respect of any such insurance policy as soon as they become due and on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense request provide evidence to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent that such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contractpayment has been made.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for10.1 Seller shall indemnify, defend and hold harmless Buyer, its Affiliates, and shall indemnify their respective officers, directors, employees, consultants, and keep indemnified in full agents (the “Buyer Indemnified Parties“) from and on demand against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Authority Buyer Indemnified Parties or any Authority Related Party of them arising out of: (a) death, bodily injury, or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to real or tangible personal property (including property belonging to resulting from the Authority use of or any Related Organisation actual or for which it is responsible)alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Seller or any of its Affiliates or subcontractors; (d) Seller’s breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this ContractAgreement; and loss of or damage (e) any liens or encumbrances relating to any Authority Data which arise out ofGoods or Services. 10.2 At all times, or in consequence ofSeller will maintain all statutory insurance coverage, or the performance or non-performance by the Contractor commercial general liability coverage, crime insurance coverage, and professional liability & errors and omissions coverage of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; at least $5,000,000, and any Direct Losses suffered or incurred by other industry standard insurance coverage, with financially sound and reputable insurers. Furthermore, upon Buyer’s request, Seller shall provide Buyer with a certificate of insurance from Seller’s insurer evidencing the Authority or any Related Organisation insurance coverage specified in connection this Agreement. The certificate of insurance shall name Buyer as an additional insured. Seller shall provide Buyer with twenty days' advance written notice in the performance or non-performance by the Contractor event of its obligations under the Contract a cancellation or material breach change in Seller's insurance policy. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against Xxxxx’s insurers and Buyer. Seller will provide copy of said coverage on Xxxxx’s request. Seller understands that this clause is fundamental to this Agreement, and Xxxxx may, amongst other remedies, withhold payment until insurance requirements are met. 10.2.1 With respect to professional engineers and other regulated professions, said parties must supply a certificate of insurance before work commences, and said insurance must meet the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result generally accepted industry standard of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contractinsurance coverage.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and 9.1 The Supplier shall indemnify the Employer and keep the Employer indemnified in full against each and on demand every liability which the Authority Employer may incur to any person whatsoever and against all damage, expense, loss, cost, claim or proceedings suffered or incurred by the Employer to the extent that the same relates to personal injury or death of any Authority Related Party person whomsoever or Related Organisation from and against: all liability for: death loss or personal injury; loss of injury or damage to any property (including property belonging real or personal arising out of the or in the course of or caused by the carrying out of the Services, except to the Authority extent that the same is due to any act or neglect of the Employer or the Employer’s Representative. 9.2 Without prejudice to the Supplier's obligation to indemnify the Employer under Clause 9.1: 9.2.1 the Supplier shall maintain and cause the Sub-Suppliers to maintain insurance in respect of claims for personal injury and death of any person under a contract of service or apprenticeship with the Supplier or such Sub-Supplier as the case may be arising out of or in the course of such person's employment. Such insurance shall comply with the Employer's Liability (Compulsory Insurance) Xxx 0000 and any statutory orders made thereunder or any Related Organisation amendment or re-enactment thereof and shall be for which the sum specified in the Appendix for any one occurrence or series of occurrences arising out of one event 9.2.2 the insurance policy referred to in Clause 9.2.1 shall indemnify the Employer in the like manner to the Supplier but only to the extent that the Supplier may be liable to indemnify the Employer under the terms of this Agreement; 9.2.3 as and when it is responsible); breach of statutory duty; failure reasonably required to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed do so by the Contractor (including negligence or breach of statutory duty)Employer, misrepresentation the Supplier shall produce and shall cause any Sub-Suppliers to produce for inspection by the Contractor Employer documentary evidence that the insurance required by this Clause 9.2 is properly maintained. 9.3 Other than as specifically stated herein, without prejudice to the Supplier’s obligations to indemnify the Employer under Clause 9.1, the Employer shall take out and maintain: 9.3.1 a policy in the joint names of the Supplier, Sub-Suppliers and the Employer against liabilities for death of or injury to any person (other than any person in the employment of the Employer or the Contractor's breach of its obligations under this Contract; Supplier where and to the extent that any such liabilities should reasonably be covered by the insurance maintained by the Supplier pursuant to Clause 9.2) or loss of or damage to any Authority Data which arise out of, property (other than the Plant or in consequence of, other property of the Employer or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises Supplier) arising out of the Contractor performance of the Services, for a sum not less than £155,000,000 (one hundred and fifty five million pounds) for any one occurrence or any Contractor Related Party; and any Direct Losses suffered series of occurrences arising out of one event Insurance of Plant Evidence of the Employer’s Insurance Breach by Supplier Claims Handling Agreement Application of CAHA 9.3.2 a policy or incurred by policies of insurance (or self-insurance arrangements) in respect of loss or damage to property of the Authority Employer (other than the Plant) arising out of or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by Services and business interruption costs consequent upon such loss or damage, with a waiver of subrogation in favour of the ContractorSupplier and Sub-Suppliers. The Contractor Supplier’s liability under Clause 9.1 shall exclude loss or damage to such property of the Employer and business interruption costs consequent thereon, to the extent of the insurance (or self-insurance) provided for in this Clause 9.3.2 except for the first £10,000 of each and every occurrence of such loss or damage. The Employer shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result for any amounts in excess of the Contractor acting on limits of indemnity and sums insured or any excess or retained liability or risks not insured or excluded by the written instruction terms, exceptions or conditions of such insurance policies. 9.4 The Employer and the Supplier shall each insure in the joint names of each other their own Plant against all risk of loss or damage howsoever caused. Such insurance shall cover the replacement value of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; Plant. The Supplier shall be responsible for any loss or any injury, loss, damage, cost and expense damage to the extent Employer’s Plant for the first amount of any claim up to the value of the excess stated in the Appendix unless such claim shall have been caused by the negligence negligent act or wilful misconduct omission of the Authority Employer, or the Employer’s servants, agents, suppliers or sub-suppliers. The Employer shall be responsible for any Authority Related Party (other than loss or damage to the extent Supplier’s Plant for the first amount of any claim up to the value of the Supplier’s insurance policy excess or the amount stated in the Appendix, whichever is the least, where such negligence or wilful misconduct would not claim shall have occurred but for a breach been caused by the Contractor negligent act or omission of its obligations under this Contract) the Employer, or the Employer’s servants, agents, suppliers or sub-suppliers. 9.5 As and when it is reasonably required to do so by the breach Supplier, the Employer shall produce for inspection by the Authority of its obligations under this Contract. An indemnity Supplier documentary evidence that the insurance required by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contract.Clause

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and 9.1 The Supplier shall indemnify the Employer and keep the Employer indemnified in full against each and on demand every liability which the Authority Employer may incur to any person whatsoever and against all damage, expense, loss, cost, claim or proceedings suffered or incurred by the Employer to the extent that the same relates to personal injury or death of any Authority Related Party person whomsoever or Related Organisation from and against: all liability for: death loss or personal injury; loss of injury or damage to any property (including property belonging real or personnel arising out of the or in the course of or caused by the carrying out of the Services, except to the Authority extent that the same is due to any act or neglect of the Employer or the Employer’s Representative. 9.2 Without prejudice to the Supplier's obligation to indemnify the Employer under Clause 9.1; 9.2.1 the Supplier shall maintain and cause the Sub-Suppliers to maintain insurance in respect of claims for personal injury and death of any person under a contract of service or apprenticeship with the Supplier or such Sub-Supplier as the case may be arising out of or in the course of such person's employment. Such insurance shall comply with the Employer's Liability (Compulsory Insurance) Xxx 0000 and any statutory orders made thereunder or any Related Organisation amendment or re-enactment thereof and shall be for which the sum specified in the Appendix for any one occurrence or series of occurrences arising out of one event; 9.2.2 the insurance policy referred to in Clause 9.2.1 shall indemnify the Employer in the like manner to the Supplier but only to the extent that the Supplier may be liable to indemnify the Employer under the terms of this Agreement; 9.2.3 as and when it is responsible); breach of statutory duty; failure reasonably required to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed do so by the Contractor (including negligence or breach of statutory duty)Employer, misrepresentation the Supplier shall produce and shall cause any Sub-Suppliers to produce for inspection by the Contractor Employer documentary evidence that the insurance required by this Clause 9.2 is properly maintained. 9.3 Other than as specifically stated herein, without prejudice to the Supplier’s obligations to indemnify the Employer under Clause 9.1, the Employer shall take out and maintain: Insurance of Plant Evidence of the Employer’s Insurance Breach by Supplier Claims Handling Agreement 9.3.1 a policy in the joint names of the Supplier, Sub-Suppliers and the Employer against liabilities for death of or injury to any person (other than any person in the employment of the Employer or the Contractor's breach of its obligations under this Contract; Supplier where and to the extent that any such liabilities should reasonably be covered by the insurance maintained by the Supplier pursuant to Clause 9.2) or loss of or damage to any Authority Data which arise out of, property (other than the Plant or in consequence of, other property of the Employer or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises Supplier) arising out of the Contractor performance of the Services, for a sum not less than £155,000,000 (one hundred and fifty five million pounds) for any one occurrence or any Contractor Related Party; and any Direct Losses suffered series of occurrences arising out of one event 9.3.2 a policy or incurred by policies of insurance (or self-insurance arrangements) in respect of loss or damage to property of the Authority Employer (other than the Plant) arising out of or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by Services and business interruption costs consequent upon such loss or damage, with a waiver of subrogation in favour of the ContractorSupplier and Sub- Suppliers. The Contractor Supplier’s liability under Clause 9.1 shall exclude loss or damage to such property of the Employer and business interruption costs consequent thereon, to the extent of the insurance (or self-insurance) provided for in this Clause 9.3.2 except for the first £75,000 of each and every occurrence of such loss or damage. The Employer shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result for any amounts in excess of the Contractor acting on limits of indemnity and sums insured or any excess or retained liability or risks not insured or excluded by the written instruction terms, exceptions or conditions of such insurance policies. 9.4 The Employer and the Supplier shall each insure in the joint names of each other their own Plant against all risk of loss or damage howsoever caused. Such insurance shall cover the replacement value of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; Plant. The Supplier shall be responsible for any loss or any injury, loss, damage, cost and expense damage to the extent Employer’s Plant for the first amount of any claim up to the value of the excess stated in the Appendix unless such claim shall have been caused by the negligence negligent act or wilful misconduct omission of the Authority Employer, or the Employer’s servants, agents, Suppliers or sub Suppliers. The Employer shall be responsible for any loss or damage to the Supplier’s Plant for the first amount of any claim up to the value of the Supplier’s insurance policy excess or the amount stated in the Appendix, whichever is the least, where such claim shall have been caused by the negligent act or omission of the Employer, or the Employer’s servants, agents, Suppliers or sub Suppliers. 9.5 As and when it is reasonably required to do so by the Supplier, the Employer shall produce for inspection by the Supplier documentary evidence that the insurance required by Clause 9.3 is properly maintained. 9.6 Should the Supplier or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a Sub-Supplier be in breach by the Contractor of its any of their respective obligations under this Contract) Clause 9, the Employer may itself insure against any risk in respect of which the default shall have occurred and may deduct a sum or by sums equivalent to the breach by amount paid or payable in respect of the Authority of its obligations premiums from any monies due or to become due to the Supplier under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this ContractAgreement, or, if none are due, may recover the amount paid from the Supplier as a debt.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES14.1 Without prejudice to the primary liability of each Partner for its respective functions preserved by Section 75(a) and (b) of the 2006 Act the following indemnity provisions apply. 7.1 (Limitation 14.2 In this Clause any reference to the Trust, its employees, agents or its contractors shall exclude: 14.2.1 Anyone acting under the direct supervision, instructions, direction or control of Liability) be responsible forthe Council under the terms of this Agreement including but not limited to any employee, agent and any sub-contractor of the Council. 14.3 References in this Clause to damages, claims and liabilities shall include the obligation to pay sums recommended by an Ombudsman or under any other complaint resolution process. 14.4 The Trust will indemnify and keep indemnified in full and on demand the Authority or any Authority Related Party or Related Organisation Council from and against: all liability for: death against any damages, claims or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges liabilities suffered and expenses (including reasonable legal expenses on an indemnity basis) arising in connection with any tort committed fees and costs incurred by the Contractor Council arising from the exercise of the NHS Functions or the Council’s Functions by the Trust under this Agreement or the breach by the Trust of any obligation under this Agreement (including negligence except in so far as such damages claim or liability arises from any negligent act or omission or breach of statutory duty), misrepresentation any obligation in this Agreement by the Contractor Council or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises employee of the Contractor Council) including, without prejudice to the generality of this provision, any negligent act, neglect or default of the Trust its employees, agents or contractors. 14.5 The Council will indemnify the Trust from and against any Contractor Related Party; damages, claims or liabilities suffered and any Direct Losses suffered or reasonable legal fees and costs incurred by the Authority or any Related Organisation in connection with Trust arising from the performance or non-performance exercise by the Contractor Council of its obligations any obligation under the Contract this Agreement (except in so far as such damages claim or material liability arises from any negligent act or omission or breach of the Contract any obligation in this Agreement by the Contractor. The Contractor shall not be responsible Trust its employees or be obliged agents) including, without prejudice to indemnify the Authority for: 1.2 generality of this provision, any negligent act, neglect or default of the Council, its agents, contractors or employees (Contractor's Indemnity) (inclusive) which arises unless the negligent act or omission arose as a direct result of the Contractor acting on the written instruction Trust’s management or direction of such under this Agreement) and any liability of the Authority's RepresentativeCouncil arising in any way from or in relation to any contract of employment between the Council and any employee of the Council. 14.6 In relation to the diagnosis, provided that care and treatment of a Patient of the Contractor has implemented Trust under the instruction NHS Functions, the provisions of the National Health Service Litigation Authority Clinical Negligence Scheme for Trusts apply in a manner relation to any acts or omissions of the Trust, its employees or agents in consequence of which the service user suffers harm. 14.7 The Partners shall use their reasonable endeavours to inform each other promptly of any circumstances reasonably thought likely to give rise to any claim or proceedings which is not negligent or may be subject to an indemnity under this Agreement and is any material developments. The Partners shall co-operate in accordance the defence of any such claim or proceedings. No settlement or admission properly made by either Partner in dealing with Good Industry Practice; a complaint or in connection with any injury, loss, damage, cost and expense professional or disciplinary proceedings shall vitiate its right to be indemnified by the other under this Agreement. 14.8 Without prejudice to the extent caused requirements of this Agreement pertaining to Indemnities, in respect of liabilities arising under any indemnity in this Agreement, the Trust shall maintain membership of the liabilities to Third Parties Scheme and the Clinical Negligence Scheme for Trusts or such other scheme as may be operated from time to time by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent National Health Services Litigation Authority. 14.9 The Council shall maintain such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of insurances in such amounts will adequately cover its obligations liabilities under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this ContractAgreement.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and 13.1 The Manager shall indemnify and keep indemnified in full save harmless the Owner, its Affiliates and on demand their respective directors, officers and employees (the Authority or any Authority Related Party or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty“Owner Indemnified Parties”), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; from any and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct all Losses suffered or incurred by any of the Authority Owner Indemnified Parties as a result of, or arising directly or indirectly out of or in connection with: (a) a material breach by the Manager of this Agreement; (b), any claims, rights or benefits, either past or future, which the Manager’s employees or contractors may make or have, whether for wages, severance pay or any Related Organisation other claim for employee compensation whatsoever in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense way relating to the extent caused by Home, or (c) the negligence negligence, fraud, or wilful misconduct of the Authority Manager, its Affiliates and their respective directors, officers and employees (the “Manager Indemnified Parties”) or any Authority Related Party (other than the Manager’s subcontractors or agents; except to the extent that such negligence Losses result from any act or omission of, breach of this Agreement by, or the negligence, fraud or wilful misconduct would not have occurred but for of, any of the Owner Indemnified Parties. 13.2 The Owner shall indemnify and save harmless the Manager Indemnified Parties, from any and all Losses suffered or incurred by any of the Manager Indemnified Parties as a result of, or arising directly or indirectly out of or in connection with: (a) a material breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision Owner of this Contract Agreement, (b) any claims, rights or benefits, either past or future, which the Home Employees may make or have, whether for wages, severance pay or any other claim for employee compensation whatsoever, or (c) the negligence, fraud, or wilful misconduct of the Owner Indemnified Parties or the Owner’s subcontractors or agents; except to the extent that such Losses result from any act or omission of, breach of this Agreement by, or the negligence, fraud or wilful misconduct of, any of the Manager Indemnified Parties. 13.3 In no event shall a party be liable for any consequential damages or lost profits pursuant to the indemnification provisions contemplated by this Agreement, even if it has been advised of the possibility of such damages. No Losses shall be settled or compromised by a party in respect of the other party without limitation to: any indemnity by that Party under the other party’s prior written consent. The indemnities contained in this Agreement shall not be prejudiced by, and shall survive the termination of this Agreement. 13.4 Notwithstanding any other provision of this ContractAgreement, neither Manager nor its Affiliates shall be liable to Owner: (i) on account of any alleged errors of judgment made in good faith and exercising the degree of care normally associated with a competent manager in connection with the operation of the Home or the performance by Manager of its obligations hereunder; or (ii) for any loss or damage resulting from, incidental to or relating to the provision of services in respect of the Home, the personnel by Manager, including any exercise or refusal to exercise discretion, any mistake or error of judgement or any act or omission believed by Manager to be within the scope of authority conferred on it by this Agreement, unless such loss or damage resulted from the fraud, wilful default, intentional misconduct or negligence of Manager in performing its obligations hereunder. 13.5 Each party will maintain, at its own expense during the term of the Agreement, insurance coverage for comprehensive general liability insurance, insuring bodily injury (including death) and property damage, negligence, and errors and omissions liability insurance, each with limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Thirty Million Dollars ($30,000,000) in the aggregate. Upon the request of a party, the other liability party shall produce the applicable certificate(s) of insurance demonstrating compliance with this provision of the Agreement. All policies are to be underwritten by an insurance company licensed to conduct business in the Province of Ontario. All insurance shall apply as primary and not as excess of any insurance available to the applicable party. All applicable deductibles under the above required insurance policies are at the sole expense of the party maintaining such insurance. Each party shall, within ten (10) days of signing the Agreement, and upon the placement, renewal, amendment, or extension of all or any part of any of the required insurance, and annually throughout the term of the Agreement, provide the other party with the relevant Certificate(s) of Insurance and, if required, a certified true copy of the policy(s) together with copies of any amending endorsements applicable to the Agreement. Each party agrees that Party under its insurance, as contemplated by this ContractSection 13.5, will not be cancelled, permitted to lapse or materially change unless the insurer for such party notifies the other party in writing at least thirty (30) days prior to the effective date of cancellation, expiry or change.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 10.1 The Supplier indemnifies the Customer in respect of all direct Losses arising out of the Supplier's performance or non-performance (Limitation of Liability) be responsible forincluding any negligent or wilful act or omission), and shall indemnify and keep indemnified in full and on demand the Authority or any Authority Related Party breach or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach default of its obligations under this ContractAgreement to an amount equal to the amounts paid or payable by the Customer to the Supplier during the previous 12 month period, except for: (a) liability which is offset by insurance proceeds recoverable by the Supplier under a policy of insurance maintained by the Supplier; or (b) Losses arising from personal injury or death (including disease or illness), third party property damage, breach of a third party’s Intellectual Property Rights, breach of confidence and loss Loss arising from fraud or unlawful act where no limitation applies. 10.2 The Supplier must comply with all requirements of or Law and this Agreement for protection of the Environment. The Supplier indemnifies the Customer for all Losses arising from damage to any Authority Data which arise out ofthe Environment caused by the Supplier arising from, or in consequence ofconnection with, this Agreement. 10.3 To the extent permitted by law, a Proportionate Liability Scheme is excluded in relation to all and any rights, obligations or liabilities for either party under this Agreement whether those rights, obligations or liabilities are sought to be enforced in contract, tort or otherwise. To the performance or non-performance extent permitted by law, the Supplier must not seek to apply a Proportionate Liability Scheme in relation to any claim by the Contractor of its obligations under this Contract Customer against the Supplier (whether in contract, tort or the presence on the Authority's Premises otherwise). If any of the Contractor or provisions of a Proportionate Liability Scheme are applied to any Contractor Related Party; and any Direct Losses suffered or incurred claim by the Authority Customer against the Supplier (whether in contract, tort or otherwise), the Supplier will indemnify the Customer against any Related Organisation in connection with the performance or non-performance Losses that forms part of a claim by the Contractor of its obligations under Customer against the Contract or material breach Supplier which the Customer cannot recover from the Supplier because of the Contract by operation of the Contractorrelevant Proportionate Liability Scheme. 10.4 The Supplier must maintain the insurances specified below for the term of this Agreement and all Purchase Orders: (a) Public and Products Liability insurance for an amount of not less than $20,000,000; (b) Professional Indemnity Insurance for an amount not less than $10,000,000; (c) where applicable, Goods in Transit/Marine Cargo insurance (for the total replacement value of the Goods); (d) where applicable, Ship Repairers, including Marine Pollution; (e) worker’s compensation insurance to the statutory limit; and (f) third party damage motor vehicle insurance. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result Supplier must give evidence of the Contractor acting on the written instruction of the Authority's Representativeinsurances, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injurytheir currency, loss, damage, cost and expense acceptable to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this ContractCustomer on request.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for10.1. Supplier shall indemnify, defend, and shall indemnify hold harmless Telect and keep indemnified in full its directors, officers, and on demand the Authority or any Authority Related Party or Related Organisation employees from and against: all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actionsclaims, claimssuits, demands, costsdamages, charges and liabilities, expenses (including legal expenses reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind ("Claims") based on an indemnity basis(i) arising personal injury, death, or property damage to the extent any of the foregoing is proximately caused by either defective Material provided by Supplier or its contractors or agents, or by the negligent or willful acts or omissions of Supplier, its officers, employees, contractors or agents, or (ii) strict liability in tort or product liability of any other kind in connection with any tort committed Material provided by Supplier or its contractors or agents. In addition to the Contractor (including negligence or breach of statutory duty)indemnities set forth above, misrepresentation Supplier agrees to defend at its own expense any action brought against Telect based on a Claim that any Material supplied by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence ofSupplier, or the performance use of any Material in a Telect product, infringes on the patent, copyright, trade secret or other proprietary or intellectual property rights of any third party, and Supplier will indemnify and hold Telect harmless against any and all liability, damage or costs (including attorneys fees and costs) finally awarded on such Claim or agreed to by Supplier in a settlement of any such Claim. Telect shall promptly notify Supplier in writing of any Claims covered by the indemnities herein. Promptly after receipt of such notice, Supplier shall assume the defense of such Claims. Supplier shall not settle or compromise any Claims or consent to the entry of any judgment thereon without the prior written consent of Telect, not to be unreasonably withheld, and without an unconditional release of all liability by each claimant or plaintiff in favor of Telect. 10.2. Unless otherwise agreed to by Telect in writing, Supplier will provide a current certificate of insurance which, at Supplier’s sole cost and expense, will include the following minimum limits: (i) Commercial General Liability insurance, with limits not less than $2,000,000 general aggregate and $1,000,000 each occurrence for Bodily Injury & Property Damage, combined single limit, this coverage shall include Products/Completed Operations aggregate limits of $2,000,000 and Personal/Advertising Injury occurrence limit of $1,000,000, Supplier’s insurance shall be primary and non-performance contributory; (ii) Business Auto Liability insurance covering owned, non-owned & hired autos with liability limits not less than $1,000,000 Bodily Injury & Property Damage, combined single limits; (iii) Employer’s Liability insurance with limits not less than $1,000,000 each accident, $1,000,000 disease – each employee, $1,000,000 disease – policy limit; and (iv) Workers Compensation and related insurance as prescribed by law or, in the event Supplier does not carry Workers Compensation insurance, Supplier will acknowledge in writing and/or by signing a Contractor of its obligations Services Agreement, that Supplier releases Telect from any and all liability for any possible injuries related to Material provided under this Contract or the presence on the Authority's Premises Order. In addition, Supplier’s providing installation services to Telect’s customers, shall also provide Suppliers’ all risk installation floater coverage extended to cover all work and Material installed, including coverage during transit to and testing at Telect customer’s premises, and coverage for all Material, supplies, machinery, fixtures and equipment which will become a permanent part of the Contractor or any Contractor Related Party; and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractorinstallation. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract Suppliers shall be without limitation to: any indemnity by that Party under any properly licensed in the state in which work is to be performed. This shall include conforming with all local license, bond and worker’s compensation requirements. Supplier’s insurance company shall carry a policyholder’s rating of not less than “A” and a financial rating of not less than “Secure” as designated in the most current Best’s Insurance Guide. Supplier shall provide Telect with a certificate of insurance evidencing such insurance and naming Telect, Inc. as an additional insured, and other provision of this Contract; or any other liability of that Party under this Contractdetails as specified in Telect’s Supplier Insurance Requirements form, if applicable.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and The Contractor shall indemnify and keep indemnified the Council against all actions, proceedings, costs, claims, demands, liabilities, losses and expenses whatsoever whether arising in full tort (including negligence) default or breach of the Contract, to the extent that any such loss or claim is due to the breach of contract, negligence, wilful default or fraud of itself or of its employees or of any of its representatives or Sub-Contractors save to the extent that the same is directly caused by or directly arises from the negligence, breach of the Contract or applicable law by the Council or its representatives (excluding the Contractor). Subject to Condition 28.4, neither party shall be liable to the other party (as far as permitted by law) for indirect special or consequential loss or damage in connection with the Contract which shall include, without limitation, any loss of or damage to profit, revenue, contracts, anticipated savings, goodwill or business opportunities whether direct or indirect. Each party shall at all times take all reasonable steps to minimise and on demand mitigate any loss or damage for which the Authority relevant party is entitled to bring a claim against the other party pursuant to the Contract. Notwithstanding any other provision of the Contract neither party limits or any Authority Related Party or Related Organisation from and against: all excludes its liability for: fraud or fraudulent misrepresentation; death or personal injury caused by its negligence; breach of any obligation as to title implied by statute; or any other act or omission, liability for which may not be limited under any applicable law. The Contractor shall at its own cost effect and maintain with a reputable insurance company a policy or policies of insurance providing as a minimum the following levels of cover: [public liability insurance with a limit of indemnity of not less than [£5,000,000] in relation to any one claim or series of claims;] [employer’s liability insurance with a limit of indemnity of not less than [£10,000,000] in relation to any one claim or series of claims;] [professional indemnity insurance with a limit of indemnity of not less than £[2,000,000] in relation to any one claim or series of claims and shall ensure that all professional consultants or Sub-Contractors involved in the provision of the Services hold and maintain appropriate cover;] [product liability insurance with a limit of indemnity of not less than £[1,000,000] in relation to any one claim or series of claims,]] (together, the Required Insurances). The cover under the Required Insurances shall be in respect of all risks which may be incurred by the Contractor, arising out of the Contractor’s performance of the Contract, including death or personal injury; , loss of or damage to property (including property belonging to the Authority or any Related Organisation other loss. Such policies shall include cover in respect of any financial loss arising from any advice given or for which it is responsible); breach of statutory duty; failure omitted to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor or any Contractor Related Party; and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract be given by the Contractor. The Contractor shall not be responsible give the Council, on request, copies of all insurance policies referred to in this Condition or be obliged a broker’s verification of insurance to indemnify demonstrate that the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result Required Insurances are in place, together with receipts or other evidence of payment of the Contractor acting on the written instruction of the Authority's Representativelatest premiums due under those policies. If, provided that for whatever reason, the Contractor has implemented fails to give effect to and maintain the instruction in a manner which is Required Insurances, the Council may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Contractor. The terms of any insurance or the amount of cover shall not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by relieve the Contractor of its obligations any liabilities under this Contract) the Contract The Contractor shall hold and maintain the Required Insurances for a minimum of [six] years following the expiration or by earlier termination of the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contract.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES‌ 7.1 Subject to clause 7.2, You must indemnify the Principal (Limitation of Liabilityand its related bodies corporate) be responsible foragainst, and shall indemnify and keep indemnified in full and must pay the Principal on demand demand, the Authority or amount of any Authority Related Party or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property claims (including property belonging to the Authority or any Related Organisation or for which it is responsibleclaims made by third parties); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claimsdamages, demands, costs, charges and expenses (including legal expenses costs on an a full indemnity basis), costs (including costs payable to third parties) losses or liabilities which the Principal suffers or incurs, in respect of:‌ (a) loss of, or damage to, or loss of use of, any real or personal property, or the personal injury, disease or illness (including mental illness) to, or death of, any person, arising out of Your or Your Personnel's performance of a Contract or the state and condition of the Goods or the provision of the Ancillary Services; (b) interruption to mining operations at the Site arising out of Your performance of a Contract or the state and condition of the Goods or the provision of the Ancillary Services; and (c) any breach by You of this Contract, an unlawful or negligent act or omission by You or by any of Your Personnel or Your wilful misconduct or the wilful misconduct of any of Your Personnel. 7.2 The indemnity in connection with clause 7.1 does not apply to the extent that any tort committed claims, damages, expenses, losses or liabilities are caused by:‌ (a) any negligent act or omission of the Principal or the Principal's Personnel, as the case may be; or (b) a breach by the Contractor (including negligence Principal of this Contract. 7.3 The indemnity contained in clause 7.1 does not in any way limit or breach affect any other rights that the Principal may have arising out of statutory duty), misrepresentation any default by You in the Contractor or the Contractor's breach performance of its Your obligations under this Contract; . 7.4 You must maintain public and loss products liability insurance in the amount of ten million dollars, motor vehicle insurance covering both personal injury and property damage arising from the use of registered motor vehicles associated with performing this Contract in the amount of ten million dollars and workers compensation insurance as required by applicable Laws together with any additional insurance specified in the Confirmation Sheet or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance Purchase Order. If requested by the Contractor of its obligations under this Contract or Principal at any time, You must provide such evidence as the presence on the Authority's Premises of the Contractor or any Contractor Related Party; Principal reasonably requires that You and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is Your Personnel are insured in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision All insurance must be with an insurer which has a credit rating of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; A – or any other liability of that Party under this Contractbetter with Standard and Poor's (or an equivalent rating with another reputable ratings agency).

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 (Limitation of Liability) be responsible for, and 9.1 The Supplier shall indemnify the Employer and keep the Employer indemnified in full against each and on demand every liability which the Authority Employer may incur to any person whatsoever and against all damage, expense, loss, cost, claim or proceedings suffered or incurred by the Employer to the extent that the same relates to personal injury or death of any Authority Related Party person whomsoever or Related Organisation from and against: all liability for: death loss or personal injury; loss of injury or damage to any property (including property belonging real or personal arising out of the or in the course of or caused by the carrying out of the Services, except to the Authority extent that the same is due to any act or neglect of the Employer or the Employer’s Representative. 9.2 Without prejudice to the Supplier's obligation to indemnify the Employer under Clause 9.1: 9.2.1 the Supplier shall maintain and cause the Sub-Suppliers to maintain insurance in respect of claims for personal injury and death of any person under a contract of service or apprenticeship with the Supplier or such Sub-Supplier as the case may be arising out of or in the course of such person's employment. Such insurance shall comply with the Employer's Liability (Compulsory Insurance) Act 1969 and any statutory orders made thereunder or any Related Organisation amendment or re-enactment thereof and shall be for which the sum specified in the Appendix for any one occurrence or series of occurrences arising out of one event; 9.2.2 the insurance policy referred to in Clause 9.2.1 shall indemnify the Employer in the like manner to the Supplier but only to the extent that the Supplier may be liable to indemnify the Employer under the terms of this Agreement; 9.2.3 as and when it is responsible); breach of statutory duty; failure reasonably required to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed do so by the Contractor (including negligence or breach of statutory duty)Employer, misrepresentation the Supplier shall produce and shall cause any Sub-Suppliers to produce for inspection by the Contractor Employer documentary evidence that the insurance required by this Clause 9.2 is properly maintained. Employer’s Third Party Insurance and Insurance of the Employer’s Property other than the Plant Insurance of Plant Evidence of the Employer’s Insurance Breach by Supplier 9.3 Other than as specifically stated herein, without prejudice to the Supplier’s obligations to indemnify the Employer under Clause 9.1, the Employer shall take out and maintain: 9.3.1 a policy in the joint names of the Supplier, Sub-Suppliers and the Employer against liabilities for death of or injury to any person (other than any person in the employment of the Employer or the Contractor's breach of its obligations under this Contract; Supplier where and to the extent that any such liabilities should reasonably be covered by the insurance maintained by the Supplier pursuant to Clause 9.2) or loss of or damage to any Authority Data which arise out of, property (other than the Plant or in consequence of, other property of the Employer or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises Supplier) arising out of the Contractor performance of the Services, for a sum not less than £155,000,000 (one hundred and fifty five million pounds) for any one occurrence or any Contractor Related Party; and any Direct Losses suffered series of occurrences arising out of one event; 9.3.2 a policy or incurred by policies of insurance (or self-insurance arrangements) in respect of loss or damage to property of the Authority Employer (other than the Plant) arising out of or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by Services and business interruption costs consequent upon such loss or damage, with a waiver of subrogation in favour of the ContractorSupplier and Sub-Suppliers. The Contractor Supplier’s liability under Clause 9.1 shall exclude loss or damage to such property of the Employer and business interruption costs consequent thereon, to the extent of the insurance (or self-insurance) provided for in this Clause 9.3.2 except for the first £75,000 of each and every occurrence of such loss or damage. The Employer shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result for any amounts in excess of the Contractor acting on limits of indemnity and sums insured or any excess or retained liability or risks not insured or excluded by the written instruction terms, exceptions or conditions of such insurance policies. 9.4 The Supplier shall each insure in the joint names of itself and the Employer the Supplier’s Plant against all risk of loss or damage howsoever caused. Such insurance shall cover the replacement value of the Authority's Representative, provided that the Contractor has implemented the instruction Plant. The Employer shall effect a self-insurance arrangement in a manner which is not negligent and is in accordance with Good Industry Practice; respect of all risk of loss or any injury, loss, damage, cost and expense damage to the extent Employer’s Plant. The Supplier shall be responsible for any loss or damage to the Employer’s Plant for the first amount of any claim up to the value of the excess stated in the Appendix unless such claim shall have been caused by the negligence negligent act or wilful misconduct omission of the Authority Employer, or the Employer’s servants, agents, suppliers or sub-suppliers. The Employer shall be responsible for any Authority Related Party (other than loss or damage to the extent Supplier’s Plant for the first amount of any claim up to the value of the Supplier’s insurance policy excess or the amount stated in the Appendix, whichever is the least, where such negligence or wilful misconduct would not claim shall have occurred but for a breach been caused by the Contractor negligent act or omission of its obligations under this Contract) the Employer, or the Employer’s servants, agents, suppliers or sub-suppliers. 9.5 As and when it is reasonably required to do so by the breach Supplier, the Employer shall produce for inspection by the Authority of its obligations under this Contract. An indemnity Supplier documentary evidence that the insurance required by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contract.Clause

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 10.1 The Supplier indemnifies the Customer in respect of all direct Losses arising out of the Supplier's performance or non-performance (Limitation of Liability) be responsible forincluding any negligent or wilful act or omission), and shall indemnify and keep indemnified in full and on demand the Authority or any Authority Related Party breach or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach default of its obligations under this ContractAgreement to an amount equal to the amounts paid or payable by the Customer to the Supplier during the previous 12 month period, except for: (a) liability which is offset by insurance proceeds recoverable by the Supplier under a policy of insurance maintained by the Supplier; or (b) Losses arising from personal injury or death (including disease or illness), third party property damage, breach of a third party’s Intellectual Property Rights, breach of confidence and loss Loss arising from fraud or unlawful act where no limitation applies. 10.2 The Supplier must comply with all requirements of or Law and this Agreement for protection of the Environment. The Supplier indemnifies the Customer for all Losses arising from damage to any Authority Data which arise out ofthe Environment caused by the Supplier arising from, or in consequence ofconnection with, this Agreement. 10.3 To the extent permitted by law, a Proportionate Liability Scheme is excluded in relation to all and any rights, obligations or liabilities for either party under this Agreement whether those rights, obligations or liabilities are sought to be enforced in contract, tort or otherwise. To the performance or non-performance extent permitted by law, the Supplier must not seek to apply a Proportionate Liability Scheme in relation to any claim by the Contractor of its obligations under this Contract Customer against the Supplier (whether in contract, tort or the presence on the Authority's Premises otherwise). If any of the Contractor or provisions of a Proportionate Liability Scheme are applied to any Contractor Related Party; and any Direct Losses suffered or incurred claim by the Authority Customer against the Supplier (whether in contract, tort or otherwise), the Supplier will indemnify the Customer against any Related Organisation in connection with the performance or non-performance Losses that forms part of a claim by the Contractor of its obligations under Customer against the Contract or material breach Supplier which the Customer cannot recover from the Supplier because of the Contract by operation of the Contractorrelevant Proportionate Liability Scheme. 10.4 The Supplier must maintain the insurances specified below for the term of this Agreement and all Purchase Orders: (a) Public and Products Liability insurance for an amount of not less than $10,000,000; (b) where applicable, Goods in Transit/Marine Cargo insurance (for the total replacement value of the Goods); (c) worker’s compensation insurance to the statutory limit; and (d) third party damage motor vehicle insurance. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result Supplier must give evidence of the Contractor acting on the written instruction of the Authority's Representativeinsurances, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injurytheir currency, loss, damage, cost and expense acceptable to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this ContractCustomer on request.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 Subject always to the applicable provisions of law, the following indemnities shall apply in respect of Services performed and shall not apply to Goods or Equipment provided under the Purchase Order. All exclusions and indemnities given under this clause 10 shall apply to the maximum extent permitted by law, howsoever caused and notwithstanding the negligence or breach of duty (Limitation whether statutory or otherwise) of Liability) the indemnified party or any other entity or party and shall apply irrespective of any claim in tort, under contract or otherwise at law. To the maximum extent permitted by law, Seller shall be responsible for, for and shall indemnify save, indemnify, defend and keep indemnified in full hold harmless Buyer and on demand the Authority or any Authority Related Party or Related Organisation its directors, officers and employees from and against: against all liability for: death or personal injury; loss of or damage to property (including property belonging to the Authority or any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claims, demands, costsproceedings, charges and expenses losses, damages, costs (including but not limited to legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory dutycosts), misrepresentation by the Contractor expenses and liabilities (collectively “Claims”) in respect of death of or the Contractor's breach of its obligations under this Contract; and injury to personnel, and/or damage to or loss of property (whether owned, leased or damage otherwise), of Seller and/or its subcontractors arising from or relating to any Authority Data which arise out of, or in consequence of, or the performance or non-performance by the Contractor of its obligations under this Contract or the presence on the Authority's Premises of the Contractor Purchase Order. Buyer shall be responsible for and shall save, indemnify, defend and hold harmless Seller and its directors, officers and employees from and against all Claims in respect of death of or any Contractor Related Party; and any Direct Losses suffered injury to personnel, and/or damage to or incurred by the Authority loss of property (whether owned, leased or any Related Organisation in connection with otherwise), of Buyer arising from or relating to the performance or non-non- performance of the Purchase Order. The above indemnities shall not apply to: (a) loss or damage to Goods or Equipment; or (b) loss or damage to property or materials furnished by the Contractor Buyer to Seller pursuant to clause 9.1 (which loss or damage shall be determined in accordance with clause 9. 1). The Seller shall maintain levels of insurance sufficient to cover its liabilities and obligations under the Contract or material breach Purchase Order and at law. Both parties' insurances shall be endorsed to provide that underwriters waive any rights of recourse, including in particular subrogation rights against the Contract by other party, their co- venturers and its and their respective affiliates in relation to the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense Purchase Order to the extent caused of the valid and enforceable indemnities assumed by the negligence or wilful misconduct of party hereunder arising from the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this ContractW ork.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES 7.1 13.1 The Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover such heads of liability as may arise under or in connection with the Agreement (Limitation and whether a claim is made in respect of Liability) be responsible forsuch liability during or after termination of the Agreement), and shall, on South Devon College's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance. 13.2 The Supplier shall indemnify and keep South Devon College indemnified in full against all costs, expenses, damages and on demand the Authority losses (whether direct or indirect), including any Authority Related Party interest, fines, legal and other professional fees and expenses awarded against or Related Organisation from and against: all liability for: death incurred or personal injury; loss paid by South Devon College as a result of or damage to property (including property belonging to the Authority or in connection with: 13.2.1 any Related Organisation or for which it is responsible); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); claim made against South Devon College by a third party actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) arising in connection with any tort committed by the Contractor (including negligence or breach of statutory duty), misrepresentation by the Contractor or the Contractor's breach of its obligations under this Contract; and loss of or damage to any Authority Data which arise out of, or in consequence ofconnection with, the supply of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Agreement by the Supplier, its employees, agents, or subcontractors; 13.2.2 damage to real or personal property, including to any South Devon College premises (including where necessary all costs of replacement or reinstatement) and any loss of use of any property caused by an act or omission of the performance Supplier or non-performance its Personnel; 13.2.3 death of or personal injury to any person caused by an act or omission of the Contractor Supplier or its Personnel; 13.2.4 the fraud or dishonesty, wilful default or wilful abandonment of its obligations by the Supplier or its Personnel; 13.2.5 any breach by the Supplier of its obligations pursuant to conditions 10 and 11; 13.2.6 any damage to or loss, corruption or unlawful or unauthorised disclosure of data arising from any negligent act or omission of the Supplier or its Personnel; 13.2.7 any fine or penalty imposed on South Devon College by a regulatory body as a result of an act or omission of the Supplier or its Personnel; and 13.2.8 any claim of alleged or actual infringement of a third party's Intellectual Property Rights. 13.3 If South Devon College wishes to assert its right to be indemnified in respect of any indemnity given under this Contract or Agreement, it shall: 13.3.1 allow the presence on Supplier (at its request) to use its chosen advisors and to have the Authority's Premises exclusive conduct of the Contractor proceedings, provided always that the Supplier shall not cause any unreasonable delay with regard to, and shall keep South Devon College notified of, the conduct of the same;‌ 13.3.2 make no admission of liability or any Contractor Related Partyother statement in respect of or settle the matter without first obtaining the Supplier's prior written consent (not to be unreasonably withheld or delayed); and 13.3.3 at the cost of the Supplier, promptly provide any assistance as the Supplier may reasonably request to dispute, resist, appeal, compromise, defend, remedy or mitigate the matter or enforce against a third party South Devon College's rights in relation to the matter. 13.4 South Devon College shall have the right but not the obligation to join in any proceedings conducted by the Supplier pursuant to condition 13.3.1 and be represented by its own legal advisors. 14 LIMITS OF LIABILITY‌ 14.1 Nothing in this condition 14 shall limit:‌ 14.1.1 either party's liability for death or personal injury resulting from their negligence or for fraud; 14.1.2 either party's liability under any Direct Losses indemnity given under this Agreement; or 14.1.3 the Supplier's liability under clauses 10 and 11. 14.2 The aggregate liability of South Devon College in respect of any loss or damage suffered by the Supplier and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Fees paid by South Devon College to the Supplier pursuant to this Agreement. 14.3 Subject to condition 14.1 neither party shall be liable, in contract, tort (including negligence) or for breach of statutory duty or in any other way for: 14.3.1 any loss arising from or in connection with loss of revenues, profits, contracts or business or failure to realise anticipated savings; 14.3.2 any loss of goodwill or reputation; or 14.3.3 any indirect or consequential losses, suffered or incurred by the Authority other arising out of or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations any matter under the Contract or material breach of the Contract by the Contractor. this Agreement. 14.4 The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided Supplier acknowledges and agrees that the Contractor limitations contained in this condition 14 are reasonable in all the circumstances and that it has implemented the instruction in a manner which is not negligent and is in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; or any other liability of that Party under this Contracttaken independent legal advice.

Indemnities and Insurance. 54INDEMNITIES AND LIABILITIES‌ 7.1 6.1 Subject to clause 6.2, You must indemnify the Principal (Limitation of Liabilityand its related bodies corporate) be responsible foragainst, and shall indemnify and keep indemnified in full and must pay the Principal on demand demand, the Authority or amount of any Authority Related Party or Related Organisation from and against: all liability for: death or personal injury; loss of or damage to property claims (including property belonging to the Authority or any Related Organisation or for which it is responsibleclaims made by third parties); breach of statutory duty; failure to exercise its duty of care under the Occupiers Liability Act 1957 (as amended); third party actions, claimsdamages, demands, costs, charges and expenses (including legal expenses costs on an a full indemnity basis), costs (including costs payable to third parties) losses or liabilities which the Principal suffers or incurs, in respect of:‌ (a) loss of, or damage to, or loss of use of, any real or personal property, or the personal injury, disease or illness (including mental illness) to, or death of, any person, arising out of Your or Your Personnel's performance of a Contract; (b) interruption to mining operations at the Site arising out of Your performance of this Contract; and (c) any breach by You of this Contract, an unlawful or negligent act or omission by You or by any of Your Personnel or Your wilful misconduct or the wilful misconduct of any of Your Personnel. 6.2 The indemnity in connection with clause 6.1 does not apply to the extent that any tort committed claims, damages, expenses, losses or liabilities are caused by:‌ (a) any negligent act or omission of the Principal or its Personnel, as the case may be; or (b) a breach by the Contractor (including negligence Principal of this Contract. 6.3 The indemnity contained in clause 6.1 does not in any way limit or breach affect any other rights that the Principal may have arising out of statutory duty), misrepresentation any default by You in the Contractor or the Contractor's breach performance of its Your obligations under this Contract; . 6.4 You must maintain public and loss products liability insurance in the amount of ten million dollars, motor vehicle insurance covering both personal injury and property damage arising from the use of registered motor vehicles associated with performing this Contract in the amount of ten million dollars and workers compensation insurance as required by applicable Laws together with any additional insurance specified in the Confirmation Sheet or damage to any Authority Data which arise out of, or in consequence of, or the performance or non-performance Purchase Order. If requested by the Contractor of its obligations under this Contract or Principal at any time, You must provide such evidence as the presence on the Authority's Premises of the Contractor or any Contractor Related Party; Principal reasonably requires that You and any Direct Losses suffered or incurred by the Authority or any Related Organisation in connection with the performance or non-performance by the Contractor of its obligations under the Contract or material breach of the Contract by the Contractor. The Contractor shall not be responsible or be obliged to indemnify the Authority for: 1.2 (Contractor's Indemnity) (inclusive) which arises as a direct result of the Contractor acting on the written instruction of the Authority's Representative, provided that the Contractor has implemented the instruction in a manner which is not negligent and is Your Personnel are insured in accordance with Good Industry Practice; or any injury, loss, damage, cost and expense to the extent caused by the negligence or wilful misconduct of the Authority or any Authority Related Party (other than to the extent such negligence or wilful misconduct would not have occurred but for a breach by the Contractor of its obligations under this Contract) or by the breach by the Authority of its obligations under this Contract. An indemnity by either Party under any provision All insurance must be with an insurer which has a credit rating of this Contract shall be without limitation to: any indemnity by that Party under any other provision of this Contract; A – or any other liability of that Party under this Contractbetter with Standard and Poor's (or an equivalent rating with another reputable ratings agency).