Indemnities and Liability. 18.1 You must indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person as a result of or in connection with: (a) the Grant or the use of any outcomes from the Project; (b) Your breach of this Agreement; (c) any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement; (d) any illness, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement; (e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or (f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party. 18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liability. 18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for Consequential Loss. 18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement. 18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement
Appears in 2 contracts
Samples: Infrastructure Grants Funding Agreement, Infrastructure Grants Funding Agreement
Indemnities and Liability.
18.1 You must 11.1 The Sponsor shall indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and hold harmless TTL against any loss claims, damages, costs (including (without limitation) legal costs and expenses on a solicitor/own client basis) costs), expenses, loss or liability damage incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person TTL as a result of a claim or allegation that any promotional or other material infringes, by reason of incorporating any of the Sponsor’s Logo or marks or any content (such as text, graphics or photography) supplied by the Sponsor infringes the intellectual property rights of a third party.
11.2 TTL shall indemnify and hold harmless the Sponsor and the Sponsor’s affiliates against any claims, damages, costs (including (without limitation) legal costs), expenses, loss or damage incurred by the Sponsor or a Sponsor’s affiliate as a result of a claim or allegation arising out of or in connection with:
(a) the Grant or the a third party’s use of any outcomes from the Project;Oyster Card Readers; and
(b) Your breach of this Agreement;
(c) any unlawful TTL’s or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illness, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any its affiliates’ Intellectual Property, or privacy rights of the Department or any Property Rights infringing a third party’s Intellectual Property Rights.
18.2 Your 11.3 Each Party's total liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Departmentother, its officers, employees or agents contributed to the relevant loss or liability.
18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause breach of action for Consequential Loss.
18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability ofstatutory duty, or benefit tootherwise, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your arising under or in respect connection with the Contract shall be limited to the total amount paid and/or payable by the Sponsor under this Contract.
11.4 To the maximum extent permitted by applicable law, subject to clause 11.5, no party will have any liability arising out of or relating to this agreement for:
(a) the other party’s lost revenue(s);
(b) indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated by the parties at the Effective Date); or
(c) exemplary or punitive damages.
11.5 Nothing in the Contract shall limit or exclude either Party's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) infringement of the Agreement whether in contract, tort other party’s Intellectual Property Rights;
(including negligence), statute or d) breaches of clause 14; or
(e) any other cause of action for any Claim liability which cannot be excluded by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreementlaw.
Appears in 2 contracts
Samples: Sponsorship Agreement, Sponsorship Agreement
Indemnities and Liability.
18.1 You must The Tenant agrees to protect, defend (with counsel approved by the Landlord), indemnify and keep indemnified save the Department, the Crown in right of the State of New South Wales and their officers, employees and agents Landlord harmless from and against any loss and all claims and liabilities arising: (i) from the conduct or management of or from any work or thing whatsoever done in or about the Premises during the Term and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from an occurrence, during the Term in or about the Premises, unless caused by the Landlord's negligent act or failure to act; and (ii) from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on the part of the Tenant or any of its agents, employees, subtenants, licensees, invitees or assignees related to or arising from the use and occupancy of the Premises. The Tenant further agrees to indemnify the Landlord from and against all reasonable costs, expenses (including legal costs reasonable attorneys' fees) and expenses on a solicitor/own client basis) other liabilities incurred in connection with any such indemnified claim or liability incurred action or suffered by, or made againstproceeding brought thereon, any and all of those indemnified arising directly which, if reasonably suffered, paid or indirectly from incurred by the Landlord, the Tenant shall pay promptly upon demand to the Landlord as Additional Rent. Except for the negligence or willful misconduct of the Landlord, neither Landlord, nor any Claim by any person as a result agent or employee of or in connection with:
Landlord, shall be liable for (a) the Grant loss of or the use damage to any property of Tenant, or of any outcomes from the Project;
other person, entrusted to any of Landlord's agents or employees, (b) Your breach loss of this Agreement;
or damage to any property of Tenant or of any other person by theft or otherwise, (c) any unlawful injury or negligent act damage to any person or omission property resulting from fire, explosion, falling plaster, steam, gas, electricity, dust, water or snow, or leaks from any part of the Building or from the pipes, appliances or plumbing system, or from the roof; street or subsurface or any other place or by You dampness, or Your subcontractors in connection with this Agreement;
from any other cause whatsoever, (d) any illness, injury such damage caused by other occupants or death persons in the Building or by construction of any person caused private, public or contributed to by You quasi-public work, or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors latent defect in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liability.
18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute Premises or the other terms of this AgreementBuilding.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement
Appears in 1 contract
Samples: Lease (Cidra Corp)
Indemnities and Liability. 16.1 In the event that the marking, promotion and/or delivery of the Programs in India or the Territory is prohibited or restricted in any way whatsoever as a result of a change in applicable law, code or regulation, and/or by any action or direction of a Government Agency (Adverse Change), UTS College will, to the extent permitted by law, have no liability whatsoever with respect to any Losses incurred by GLS University or any third party arising from, or in connection with, an Adverse Change.
18.1 You 16.2 GLS University must at all times indemnify UTS College (and its officers, employees, agents and related bodies corporate) (those indemnified) and keep those indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and against any loss (including legal and all Loss, claims, demands, actions, proceedings, costs and expenses on a solicitor/own client basis) or liability prosecutions suffered or incurred or suffered by, or made which may be brought, commenced or prosecuted by third parties against, any of those indemnified, or in which those indemnified may be involved, arising directly from, in consequence of, caused by, incident to, or indirectly from any Claim by any person as a result of or in connection with:relating to any:
(a) the Grant act or the use omission of any outcomes from the ProjectGLS University;
(b) Your breach of this Agreement;Agreement by GLS University; and/or
(c) use of any unlawful or negligent act or omission of the Materials by You or Your subcontractors in connection with GLS University contrary to the licence granted to GLS University to use the Materialsunder this Agreement;
(d) any illness, injury or death breach of any person caused applicable law, code or contributed to regulation by You or Your subcontractors in connection with this AgreementGLS University;
(e) any loss negligent, wrongful or damage to real unlawful act or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; oromission of GLS University;
(f) any infringement of a third party’s Intellectual Property Rights or other rights;
(g) any student claims, arising from or in connection with a temporary or permanent suspension or discontinuation of the Program due to an Adverse Change.
16.3 For the avoidance of doubt, GLS University shall assume liability for all Losses for which GLS University has indemnified UTS College under this Agreement.
16.4 The GLS University indemnity set out above will:
(a) extend to all costs (or related costs), losses, liabilities, damages and expenses incurred by UTS College including legal costs on a full indemnity basis and whether incurred by or awarded against UTS College as a result of claims arising from any act or omission by You or Your subcontractors in connection with the activity of GLS University using or authorising a third party to use the Materials; and
(b) survive the expiration or termination of this Agreement that is Agreement.
16.5 UTS College must at all times indemnify GLS University from and against any and all Loss, claims, demands, actions, proceedings, costs or prosecutions suffered or incurred by, or which may be brought, commenced or prosecuted by third parties against GLS University arising from, in infringement consequence of, caused by, incident to, or relating to any:
(a) any breach of any Intellectual Propertyapplicable law, code or privacy rights of the Department or regulation by UTS College; and
(b) any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent fraudulent, negligent, wrongful or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liabilityof UTS College.
18.3 No party will 16.6 To the extent permitted by law and unless otherwise expressly set out in this Agreement:
(a) in no event shall UTS College be liable to the other party under or in respect GLS University, whether such liability is based on breach of the Agreement whether in contract, tort (including negligence), statute or otherwise for any other cause of action for Loss, Consequential Loss.
18.4 Your liability , indirect, incidental, punitive or special Losses of any kind (including loss of profit, loss of opportunities or business interruption) related to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting any other provision of this Agreement, the Department will Materials and/or the UTS College Services; and
(b) where UTS College’s liability is not be liable to your under excluded or in respect of the Agreement whether in contract, tort (including negligencelimited by clause 16.5(a), statute or any other cause of action for any Claim it will be limited in the aggregate to the total fees paid by you arising directly or indirectly from GLS University to UTS College under this Agreement in the 12 months preceding the event that gives rise to a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreementclaim.
Appears in 1 contract
Samples: Delivery Agreement
Indemnities and Liability.
18.1 You must indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person as a result of or in connection with:
(a) the Grant or the use of any outcomes from the Project;
(b) Your breach of this Agreement;
(c) any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illness, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liability.
18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement.
Appears in 1 contract
Indemnities and Liability.
18.1 You must 26.1 The Service Provider shall, subject to Clauses 26.2 and 26.3, be responsible for and shall release and indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents Health Improvement Commission from and against all liability for any of the following that arise out of, or in consequence of, the performance or delay in performance or non-performance by the Service Provider of its obligations under this Agreement:
26.1.1 death or personal injury;
26.1.2 loss of or damage to property; or
26.1.3 damage, losses, actions, claims, demands, proceedings, costs, charges and expenses (including legal costs and expenses on a solicitor/own client an indemnity basis) whether arising under Law, contract, at common law or liability incurred under the customary law.
26.2 The Service Provider shall not be responsible or suffered bybe obliged to indemnify the Health Improvement Commission for any injury, loss, damage, cost or made againstexpense caused by the negligence, any wilful misconduct or a breach of those indemnified arising directly this Agreement by the Health Improvement Commission or indirectly from any Claim by any person as a result its employees. The indemnities detailed in Clause 26.1 shall be subject to the Health Improvement Commission complying in all material respects with its obligations in Clause 27.
26.3 None of or in connection with:
(a) the Grant or the use of any outcomes from the Project;
(b) Your indemnities under this Agreement shall apply, and there shall be no right to claim damages for breach of this Agreement;
(c) , in tort or on any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illnessother basis whatsoever, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent loss claimed is for loss of profits, loss of production, loss of business or unlawful act loss of business opportunity or omission is a claim for consequential or for indirect loss of any nature allegedly suffered by any Party. Nothing in this Clause 26 shall be construed as limiting or excluding the liability of the Service Provider for death or personal injury resulting from the Service Provider's negligence, for any damage or liability incurred by the DepartmentHealth Improvement Commission as a result of fraud by the Service Provider, its officers, employees or agents contributed to the relevant loss for any liability which cannot lawfully be limited or liabilityexcluded.
18.3 No party will 26.4 Neither Party shall be liable to the other party under for damages or in respect breach of the Agreement this Agreement, whether in contract, tort (including negligence)tort, statute breach of statutory duty or on any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department basis or under any indemnity given in this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation Agreement in excess of the common lawamount for which the Service Provider is required to insure against that liability under Clause 28 of this Agreement or where the Service Provider is not required to insure, statute or the annual total value of the Contract Price then payable to the Service Provider at the date when the claim is notified to the other terms of this AgreementParty.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement
Appears in 1 contract
Samples: Services Agreement
Indemnities and Liability.
18.1 You must 7.1 Xxxxxx Xxxxxxx shall indemnify Client against any claim made by third parties against Client and keep indemnified the Departmentall proceedings, the Crown actions, claims, demands, losses, liabilities, damages, costs (including reasonable legal costs) and expenses which may be brought against or suffered or incurred by Client arising directly from Xxxxxx Xxxxxxx’ negligence in right its performance of the State of New South Wales and their officers, employees and agents from and Services.
7.2 Client shall indemnify Xxxxxx Xxxxxxx against any loss claim made by third parties against Xxxxxx Xxxxxxx and all proceedings, actions, claims, demands, losses, liabilities, damages, costs (including reasonable legal costs costs) and expenses on a solicitor/own client basis) or liability incurred which may be brought against or suffered by, or made against, any of those indemnified incurred by Xxxxxx Xxxxxxx arising directly or indirectly from any Claim by any person as a result out of or in connection with:
(a) with any claim or complaint by a Temporary Worker under Workplace Laws relating to the Grant engagement, employment or the use termination of a Temporary Worker arising from any outcomes from the Project;
(b) Your breach of this Agreement;
(c) clause 6 by Client, its employees or agents or any unlawful or negligent acts or omissions of Client.
7.3 A party’s liability under any indemnity in this Agreement shall be reduced to the extent any act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illness, injury or death of any person the other party caused or contributed to by You the liability, loss, damage, costs, proceedings, actions, claims or Your subcontractors in connection with this Agreement;demands.
(e) any loss 7.4 A party’s total aggregate liability for all claims, demands or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with proceedings under this Agreement that is whether in infringement of any Intellectual Propertycontract, in tort, or privacy rights negligence, breach of statutory duty or otherwise or under any indemnity provided hereunder (with the Department exception of instances where liability cannot be limited at law) shall not exceed the greater of $250,000 or any third party.
18.2 Your liability the sum equivalent to indemnify three (3) times the Department under this clause will net annual Service Fee paid during the 12 month period preceding the loss, and shall be reduced proportionately to the extent that any negligent or unlawful act or omission by of the Department, its officers, employees other party caused or agents contributed to the relevant loss or liabilityloss.
18.3 No 7.5 Neither party will shall be liable to the other party under this Agreement or in respect of the Agreement whether in contractunder any indemnity for any indirect, tort punitive, special or consequential damages or loss (including negligencebut not limited to loss of revenue, actual or anticipated, loss of business or goodwill, loss of use or operation, anticipated savings and/or any claims made under third party contracts), statute howsoever caused or any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department arising under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting 7.6 Nothing in this Agreement excludes or limits a Party’s liability that cannot limited or excluded at law, including for fraud, personal injury or death.
7.7 Each party must use all reasonable endeavours to mitigate its loss, damage and any other provision of expenses arising under this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement.
Appears in 1 contract
Samples: Services Agreement
Indemnities and Liability.
18.1 You must The Service Provider shall, subject to Clauses 26.2 and 26.3, be responsible for and shall release and indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents Health Improvement Commission from and against all liability for any of the following that arise out of, or in consequence of, the performance or delay in performance or non-performance by the Service Provider of its obligations under this Agreement: death or personal injury; loss of or damage to property; or damage, losses, actions, claims, demands, proceedings, costs, charges and expenses (including legal costs and expenses on a solicitor/own client an indemnity basis) whether arising under Law, contract, at common law or liability incurred under the customary law. The Service Provider shall not be responsible or suffered bybe obliged to indemnify the Health Improvement Commission for any injury, loss, damage, cost or made againstexpense caused by the negligence, any wilful misconduct or a breach of those indemnified arising directly this Agreement by the Health Improvement Commission or indirectly from any Claim by any person as a result its employees. The indemnities detailed in Clause 26.1 shall be subject to the Health Improvement Commission complying in all material respects with its obligations in Clause 27. None of or in connection with:
(a) the Grant or the use of any outcomes from the Project;
(b) Your indemnities under this Agreement shall apply, and there shall be no right to claim damages for breach of this Agreement;
(c) , in tort or on any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illnessother basis whatsoever, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent loss claimed is for loss of profits, loss of production, loss of business or unlawful act loss of business opportunity or omission is a claim for consequential or for indirect loss of any nature allegedly suffered by any Party. Nothing in this Clause 26 shall be construed as limiting or excluding the liability of the Service Provider for death or personal injury resulting from the Service Provider's negligence, for any damage or liability incurred by the DepartmentHealth Improvement Commission as a result of fraud by the Service Provider, its officers, employees or agents contributed to the relevant loss for any liability which cannot lawfully be limited or liability.
18.3 No party will excluded. Neither Party shall be liable to the other party under for damages or in respect breach of the Agreement this Agreement, whether in contract, tort (including negligence)tort, statute breach of statutory duty or on any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department basis or under any indemnity given in this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation Agreement in excess of the common lawamount for which the Service Provider is required to insure against that liability under Clause 28 of this Agreement or where the Service Provider is not required to insure, statute or the annual total value of the Contract Price then payable to the Service Provider at the date when the claim is notified to the other terms of this AgreementParty.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you in relation to your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement
Appears in 1 contract
Samples: Services Agreement
Indemnities and Liability.
18.1 You must indemnify and keep indemnified the Department, the Crown in right of the State of New South Wales and their officers, employees and agents from and against any loss (including legal costs and expenses on a solicitor/own client basis) or liability incurred or suffered by, or made against, any of those indemnified arising directly or indirectly from any Claim by any person as a result of or in connection with:
(a) the Grant or the use of any outcomes from the Project;
(b) Your breach of this Agreement;
(c) any unlawful or negligent act or omission by You or Your subcontractors in connection with this Agreement;
(d) any illness, injury or death of any person caused or contributed to by You or Your subcontractors in connection with this Agreement;
(e) any loss or damage to real or personal property caused or contributed to by You or Your subcontractors in connection with this Agreement; or
(f) any act or omission by You or Your subcontractors in connection with this Agreement that is in infringement of any Intellectual Property, or privacy rights of the Department or any third party.
18.2 Your liability to indemnify the Department under this clause will be reduced proportionately to the extent that any negligent or unlawful act or omission by the Department, its officers, employees or agents contributed to the relevant loss or liability.
18.3 No party will be liable to the other party under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for Consequential Loss.
18.4 Your liability to indemnify the Department under this clause does not exclude or reduce the liability of, or benefit to, a party that may arise by operation of the common law, statute or the other terms of this Agreement.
18.5 Without limiting any other provision of this Agreement, the Department will not be liable to your You under or in respect of the Agreement whether in contract, tort (including negligence), statute or any other cause of action for any Claim by you You arising directly or indirectly from a failure or breach of any physical or cyber security measure implemented by you You in relation to your Your operations including, but not limited to, where any or all of the Grant is obtained by a third party as a result of such failure or breach of such physical or cyber security measure. Expiry and Termination of the Agreement.
Appears in 1 contract
