Common use of INDEMNITIES, LIABILITIES AND INSURANCE Clause in Contracts

INDEMNITIES, LIABILITIES AND INSURANCE. 12.1 Each Party shall indemnify the other Party against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Party arising out of or in connection with: 12.1.1 the indemnifying Party’s negligence or breach of contract; and 12.1.2 any claim made by a third party arising out of or in connection with the indemnifying Party’s negligence or breach of contract, in each case in connection with the performance or failure of performance of the indemnifying Party’s obligations under this Agreement, except to the extent that such Loss has been caused by any negligence, act or omission by, or on the part of, or in accordance with the instructions of the other Party. 12.2 Subject to clause 12.3 the Parties agree that they will be responsible for the activities of a Post Holder as follows: 12.2.1 the Non-Employing Party will be responsible for the acts or omissions of any Post Holder when performing their S113 Duties or otherwise acting in their capacity as an officer of the Non- Employing Party; and 12.2.2 the Employing Party will be responsible for the acts or omissions of any Post Holder when performing their Employee Duties or otherwise acting in their capacity as an officer of the Employing Party. 12.3 Subject to Clauses 12.4 to 12.7, any Loss incurred in relation to or arising from a Post Holder’s employment whether or not following termination of employment of a Post Holder or termination of this Agreement including any award by a court or tribunal shall be the responsibility of the Employing Party. As between the Parties to this Agreement, the Non-Employing Party shall have no liability in respect of such Loss and the Employing Party agrees to indemnify the Non- Employing Party against any such Loss. 12.4 The Parties hold the view that TUPE will not apply on the commencement of this Agreement, during the term of the Agreement or on the expiry or termination of this Agreement (in whole or in part). However if TUPE operates so as to transfer the contract of employment of any Post Holder due to a Relevant Transfer from one Party (“the Transferor Party”) to the other Party (“the Transferee Party”), the Parties shall comply with their legal obligations under TUPE. 12.5 Subject to Clause 12.7, the Transferor Party shall be liable for and shall indemnify the Transferee Party against any Employee Liabilities incurred by the Transferee Party which arise before on or after the Relevant Transfer and out of an act or omission of the Transferor Party in connection with: 12.5.1 the Post Holder’s employment with the Transferor Party; 12.5.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE) except where such failure arises from the Transferee Party’s failure to comply with its obligations under Regulations 13 and/or 14 of TUPE. 12.6 Subject to Clause 12.7 the Transferee Party shall be liable for and shall indemnify the Transferor Party against any Employee Liabilities incurred by the Transferor Party which arise before on or after the Relevant Transfer caused by an act or omission of the Transferee Party in connection with: 12.6.1 the Post Holder’s employment with the Transferee Party; 12.6.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE. 12.7 Where any Employee Liabilities arise partly as a result of any act or omission of the Transferee Party and partly as a result of any act or omission of the Transferor Party whether before on or after the date of the Relevant Transfer, the Parties shall indemnify each other against only such part of the Employee Liabilities sustained by the other Party as is reasonably attributable to the act or omission of that Party.

INDEMNITIES, LIABILITIES AND INSURANCE. 12.1 Each Party shall indemnify the other Party against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Party arising out of or in connection with: 12.1.1 the indemnifying Party’s negligence or breach of contract; and 12.1.2 any claim made by a third party arising out of or in connection with the indemnifying Party’s negligence or breach of contract, in each case in connection with the performance or failure of performance of the indemnifying Party’s obligations under this Agreement, except to the extent that such Loss has been caused by any negligence, act or omission by, or on the part of, or in accordance with the instructions of the other Party. 12.2 Subject to clause 12.3 the Parties agree that they will be responsible for the activities of a Post Holder as follows: 12.2.1 the Non-Employing Party will be responsible for the acts or omissions of any Post Holder when performing their S113 Duties or otherwise acting in their capacity as an officer of the Non- Employing Party; and 12.2.2 the Employing Party will be responsible for the acts or omissions of any Post Holder when performing their Employee Duties or otherwise acting in their capacity as an officer of the Employing Party. 12.3 Subject to Clauses 12.4 to 12.712.6, any Loss incurred in relation to or arising from a Post Holder’s employment whether or not following termination of employment of a Post Holder or termination of this Agreement including any award by a court or tribunal shall be the responsibility of the Employing Party. As between the Parties to this Agreement, the Non-Employing Party shall have no liability in respect of such Loss and the Employing Party agrees to indemnify the Non- Non-Employing Party against any such Loss. 12.4 The Parties hold the view that TUPE will not apply on the commencement of this Agreement, during the term of the Agreement or on the expiry or termination of this Agreement (in whole or in part). However if TUPE operates so as to transfer the contract of employment of any Post Holder due to a Relevant Transfer from one Party (“the Transferor Party”) to the other Party (“the Transferee Party”), the Parties shall comply with their legal obligations under TUPE. 12.5 Subject to Clause 12.7, the Transferor Party shall be liable for and shall indemnify the Transferee Party against any Employee Liabilities incurred by the Transferee Party which arise before on or after the Relevant Transfer and out of an act or omission of the Transferor Party in connection with: 12.5.1 the Post Holder’s employment with the Transferor Party; 12.5.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE) except where such failure arises from the Transferee Party’s failure to comply with its obligations under Regulations 13 and/or 14 of TUPE. 12.6 Subject to Clause 12.7 the Transferee Party shall be liable for and shall indemnify the Transferor Party against any Employee Liabilities incurred by the Transferor Party which arise before on or after the Relevant Transfer caused by an act or omission of the Transferee Party in connection with: 12.6.1 the Post Holder’s employment with the Transferee Party; 12.6.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE. 12.7 Where any Employee Liabilities arise partly as a result of any act or omission of the Transferee Party and partly as a result of any act or omission of the Transferor Party whether before on or after the date of the Relevant Transfer, the Parties shall indemnify each other against only such part of the Employee Liabilities sustained by the other Party as is reasonably attributable to the act or omission of that Party. 12.5 It is the Parties’ view that TUPE is not anticipated to apply either on the commencement of this Agreement, during the course of the Agreement and/or on the expiry or termination of this Agreement (or any part of it). However, the Parties acknowledge that it may be that, the commencement of the Agreement, the way in which the Services are provided during the course of the Agreement and/or the termination of this Agreement (or any part of it) may result in a Relevant Transfer. The provisions relating to this potential transfer or these potential transfers are set out in Schedule 8 to this Agreement. 12.6 In relation to the indemnities of this Clause12 and to those set out in Schedule 8 to this Agreement, the Parties agree to co- operate with each other and take all reasonable steps to mitigate any costs and expenses and any adverse effect on industrial or employee relations.

INDEMNITIES, LIABILITIES AND INSURANCE. 12.1 Each Party shall indemnify the other Party against any Loss (excluding Indirect Loss) suffered or incurred by the indemnified Party arising out of or in connection with: 12.1.1 the indemnifying Party’s negligence or breach of contract; and 12.1.2 any claim made by a third party arising out of or in connection with the indemnifying Party’s negligence or breach of contract, in each case in connection with the performance or failure of performance of the indemnifying Party’s obligations under this Agreement, except to the extent that such Loss has been caused by any negligence, act or omission by, or on the part of, or in accordance with the instructions of the other Party. 12.2 Subject to clause 12.3 the Parties agree that they will be responsible for the activities of a Post Holder as follows: 12.2.1 the Non-Employing Party will be responsible for the acts or omissions of any Post Holder when performing their S113 Duties or otherwise acting in their capacity as an officer of the Non- Non-Employing Party; and 12.2.2 the Employing Party will be responsible for the acts or omissions of any Post Holder when performing their Employee Duties or otherwise acting in their capacity as an officer of the Employing Party. 12.3 Subject to Clauses 12.4 to 12.7, any Loss incurred in relation to or arising from a Post Holder’s employment whether or not following termination of employment of a Post Holder or termination of this Agreement including any award by a court or tribunal shall be the responsibility of the Employing Party. As between the Parties to this Agreement, the Non-Employing Party shall have no liability in respect of such Loss and the Employing Party agrees to indemnify the Non- Employing Party against any such Loss. 12.4 The Parties hold the view that TUPE will not apply on the commencement of this Agreement, during the term of the Agreement or on the expiry or termination of this Agreement (in whole or in part). However if TUPE operates so as to transfer the contract of employment of any Post Holder due to a Relevant Transfer from one Party (“the Transferor Party”) to the other Party (“the Transferee Party”), the Parties shall comply with their legal obligations under TUPE. 12.5 Subject to Clause 12.7, the Transferor Party shall be liable for and shall indemnify the Transferee Party against any Employee Liabilities incurred by the Transferee Party which arise before on or after the Relevant Transfer and out of an act or omission of the Transferor Party in connection with: 12.5.1 the Post Holder’s employment with the Transferor Party; 12.5.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE) except where such failure arises from the Transferee Party’s failure to comply with its obligations under Regulations 13 and/or 14 of TUPE. 12.6 Subject to Clause 12.7 the Transferee Party shall be liable for and shall indemnify the Transferor Party against any Employee Liabilities incurred by the Transferor Party which arise before on or after the Relevant Transfer caused by an act or omission of the Transferee Party in connection with: 12.6.1 the Post Holder’s employment with the Transferee Party; 12.6.2 any failure to comply with the obligations under Regulations 13 and 14 of TUPE (including any claim brought by an employee representative for breach of Regulations 13 and/or 14 of TUPE. 12.7 Where any Employee Liabilities arise partly as a result of any act or omission of the Transferee Party and partly as a result of any act or omission of the Transferor Party whether before on or after the date of the Relevant Transfer, the Parties shall indemnify each other against only such part of the Employee Liabilities sustained by the other Party as is reasonably attributable to the act or omission of that Party.