Common use of Indemnity and Insurance Clause in Contracts

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 20.1 The Contractor Provider shall indemnify the AuthorityAuthority against any liability, the Crownloss, its employees, agents and contractors, on demand from and against all liability for: (a) death claim or personal injury; (b) loss of or proceedings howsoever arising in respect of: any damage to property (real or personal including property belonging any infringement of third party patents, copyright and Intellectual Property; and any injury to persons including injury resulting in death arising out of, or in the Crown course of, or in connection with this Agreement, excepting in so far as such damage or injury shall be demonstrated by the Provider to be due to any act or neglect of the Authority, or for their officers, servants or agents. 20.2 Nothing in this Condition 20 shall operate so as to restrict or exclude the liability of any party in relation to death or personal injury caused by the negligence of that party or its servants, agents or employees or to restrict or exclude any other liability of either party which it is responsible “Authority Property”);cannot be so restricted or excluded in law. 20.3 In no circumstances shall either party be liable to the other party in contract, tort (c) including negligence or breach of statutory duty; and) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other party. (d) actions20.4 Subject to Condition 20.2, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply the Provider’s liability to the extent that: (a) Authority arising out of or in connection with any loss, damage injury, cost and expense is caused by the negligent breach of this Agreement or wilful any act or omission of the Authority, its employees, agents or contractors, or by Provider in connection with the breach performance of the Agreement shall in no event exceed the amount of the Programme Grants for Applied Research Funding payable by the Authority of their obligations to the Provider under this Agreement. 20.5 Without prejudice to Condition 20.1, the Agreement; or (b) the Contractor is able to demonstrate that the lossProvider shall, damage or injury arose as a direct result of the Contractor acting on the instructions of if requested by the Authority. 10.3 The Contractor shall, with throughout the duration of this Agreement effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider arising out of the Provider's performance of the Agreement. 20.6 The Provider shall produce on demand by the Authority documentary evidence that any insurance policies required by Condition 20.5 are in force. 20.7 Should the Provider fail to obtain or maintain insurance as provided in Condition 20.5, the Authority may without prejudice to any other right or remedy itself insure against any risk in respect of which such insurance is required, charge the cost of such insurance, together with an administration charge equal to 5% of the cost of such insurance, to the Provider and deduct such charges from any sums due from the Authority to the Provider under Section 4. 20.8 The terms or the amount of cover of any insurance shall not relieve the Provider of any liabilities under the Agreement. It shall be the responsibility of the Provider to determine the amount of insurance that will be adequate to enable the Provider to satisfy any liability referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiumsCondition 20.1. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 19.1. The Contractor shall fully indemnify the Authority, the CrownNC3Rs, its employeesofficers, servants and agents fully against any liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of: 19.1.1. any damage to property, real or personal, including any infringement by the Contractor of third party Intellectual Property rights whether patents, copyright, registered designs or otherwise, arising out of, in the course of or in connection with the portion of the Project for which the Contractor is responsible. 19.1.2. any injury to persons, including injury resulting in death and contractorsarising out of or in the course of or in connection with the portion of the Project for which the Contractor is responsible except in so far as such damages or injury shall be due to any act or neglect of the NC3Rs. 19.2. The Contractor shall promptly notify the NC3Rs if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of Intellectual Property which might affect the Project. 19.3. The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor's performance of the Agreement. 19.4. The Contractor shall hold employer's liability insurance in respect of staff in accordance with any legal requirement for the time being in force. 19.5. The Contractor shall produce to the NC3Rs, on demand from request, copies of all insurance policies referred to in this Clause or other evidence confirming the existence and against all liability for:extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies. (a) death or personal injury; (b) loss 19.6. The terms of or damage to property (including property belonging to the Crown any insurance or the Authority, or for which it is responsible “Authority Property”); (c) breach amount of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 cover shall not apply to relieve the extent that: (a) Contractor of any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations liabilities under the Agreement; or (b) . It shall be the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result responsibility of the Contractor acting on to determine the instructions amount of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary insurance cover that will be adequate to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require satisfy any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 Clause 19.3 above. 19.7. Save as expressly stated elsewhere in this Agreement neither Party shall be shown liable to the Authority‟s Representative whenever he requestsother for consequential loss or damage or loss of opportunity, together with satisfactory evidence of payment of premiumsrevenue or profit. 10.5 No party to the 19.8. Nothing in this Agreement shall take limit or exclude any action liability for death or fail to take any reasonable actionpersonal injury or fraud, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, other liabilities which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured cannot be limited or additional insured personexcluded at law. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 19.1. The Contractor shall fully indemnify the Authority, the CrownNC3Rs, its employeesofficers, servants and agents fully against any liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of: 19.1.1. any damage to property, real or personal, including any infringement by the Contractor of third party Intellectual Property rights whether patents, copyright, registered designs or otherwise, arising out of, in the course of or in connection with the portion of the Project for which the Contractor is responsible. 19.1.2. any injury to persons, including injury resulting in death and contractorsarising out of or in the course of or in connection with the portion of the Project for which the Contractor is responsible except in so far as such damages or injury shall be due to any act or neglect of the NC3Rs. 19.2. The Contractor shall promptly notify the NC3Rs if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of Intellectual Property which might affect the Project. 19.3. The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor's performance of the Agreement. 19.4. The Contractor shall hold employer's liability insurance in respect of staff in accordance with any legal requirement for the time being in force. 19.5. The Contractor shall produce to the NC3Rs, on demand from request, copies of all insurance policies referred to in this Clause or other evidence confirming the existence and against all liability for:extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies. (a) death or personal injury; (b) loss 19.6. The terms of or damage to property (including property belonging to the Crown any insurance or the Authority, or for which it is responsible “Authority Property”); (c) breach amount of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 cover shall not apply to relieve the extent that: (a) Contractor of any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations liabilities under the Agreement; or (b) . It shall be the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result responsibility of the Contractor acting on to determine the instructions amount of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary insurance cover that will be adequate to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require satisfy any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 Clause 19.3 above. 19.7. Save as expressly stated elsewhere in this Agreement neither Party shall be shown liable to the Authority‟s Representative whenever he requestsother for consequential loss or damage or loss of opportunity, together with satisfactory evidence of payment of premiumsrevenue or profit. 10.5 No party to the 19.8. Nothing in this Agreement shall take limit or exclude any action liability for death or fail to take any reasonable action, personal injury or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured personfraud. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis)) which arises out of or in connection with the provision of the Project. 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s employer’s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Authority’s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 20.1 The Contractor Provider shall indemnify the AuthorityAuthority against any liability, the Crownloss, its employees, agents and contractors, on demand from and against all liability forclaim or proceedings howsoever arising in respect of: (ai) death or personal injury; (b) loss of or any damage to property real or personal including any infringement of third party patents, copyright and Intellectual Property; and (ii) any injury to persons including property belonging injury resulting in death arising out of, or in the course of, or in connection with this Agreement, excepting in so far as such damage or injury shall be demonstrated by the Provider to the Crown be due to any act or neglect of the Authority, or for their officers, servants or agents. 20.2 Nothing in this Condition 20 shall operate so as to restrict or exclude the liability of any party in relation to death or personal injury caused by the negligence of that party or its servants, agents or employees or to restrict or exclude any other liability of either party which it is responsible “Authority Property”);cannot be so restricted or excluded in law. 20.3 In no circumstances shall either party be liable to the other party in contract, tort (c) including negligence or breach of statutory duty; and) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other party. (d) actions20.4 Subject to Condition 20.2, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply the Provider’s liability to the extent that: (a) Authority arising out of or in connection with any loss, damage injury, cost and expense is caused by the negligent breach of this Agreement or wilful any act or omission of the Authority, its employees, agents or contractors, or by Provider in connection with the breach performance of the Agreement shall in no event exceed the amount of the Programme Grants for Applied Research Funding payable by the Authority of their obligations to the Provider under this Agreement. 20.5 Without prejudice to Condition 20.1, the Agreement; or (b) the Contractor is able to demonstrate that the lossProvider shall, damage or injury arose as a direct result of the Contractor acting on the instructions of if requested by the Authority. 10.3 The Contractor shall, with throughout the duration of this Agreement effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider arising out of the Provider's performance of the Agreement. 20.6 The Provider shall produce on demand by the Authority documentary evidence that any insurance policies required by Condition 20.5 are in force. 20.7 Should the Provider fail to obtain or maintain insurance as provided in Condition 20.5, the Authority may without prejudice to any other right or remedy itself insure against any risk in respect of which such insurance is required, charge the cost of such insurance, together with an administration charge equal to 5% of the cost of such insurance, to the Provider and deduct such charges from any sums due from the Authority to the Provider under Section 4. 20.8 The terms or the amount of cover of any insurance shall not relieve the Provider of any liabilities under the Agreement. It shall be the responsibility of the Provider to determine the amount of insurance that will be adequate to enable the Provider to satisfy any liability referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiumsCondition 20.1. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis)) which arises out of or in connection with the provision of the Project, to the extent caused or contributed to by the Contractor. 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident incident, and, in respect of employer‟s liability and public liability, unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority11.1 Supplier will indemnify, the Crowndefend and hold harmless Haleon, its Affiliates and each of their respective directors, officers, employees, and agents (each a "Haleon Indemnitee") for any loss, liability and contractorscost, on demand including reasonable attorneys’ and expert’s fees ("Losses") arising from or in connection with any allegation, claim or proceeding (whether actual or threatened) raised by a third party and any statutory or regulatory fines ("Claims") made against all liability for: the Haleon Indemnitee arising out of supply of the Goods, as delivered, or the Services, including any Claim that use of any Goods or Deliverable, or the receipt and use of the Services, in accordance with the Agreement infringes or misappropriates the IPR of a third party (aexcept to the extent the Claims result from the use of material (tangible or intangible) death or which Xxxxxx provides to Supplier pursuant to the terms of the Agreement and is used in accordance with the Agreement and any Haleon express instructions); in respect of personal injury; (b) , death, loss of or damage to tangible property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission resulting from Supplier 's breach of the AuthorityAgreement or negligence; to the extent resulting from Supplier's failure to comply with its data protection, its employees, agents confidentiality or contractors, or by the breach by the Authority of their privacy obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent resulting from Supplier's breach of applicable Law in the performance of the Services. 11.2 Supplier will maintain (during the term of the Agreement and for 1 year thereafter) insurance cover which it would be customary to maintain having regard to its obligations under the Agreement. Upon request, Supplier will provide to Haleon a certificate reasonably satisfactory to Haleon evidencing such insurance. Supplier agrees that it is reasonably within the requirements under this clause in respect of insurance coverage will not limit its power) permit anything to occur liability under the Agreement. Any limitation, monetary or otherwise in relation to it, which would entitle any insurer to refuse to pay any claim under any such insurance policy will not be construed as a limitation on Supplier's liability and Supplier will, notwithstanding such limitation, remain liable in which that party is an insured, a co-insured or additional insured personfull for any matters and to any extent not covered by the policy. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 20.1 The Contractor Provider shall indemnify the AuthorityAuthority against any liability, the Crownloss, its employees, agents and contractors, on demand from and against all liability forclaim or proceedings howsoever arising in respect of: (ai) death or personal injury; (b) loss of or any damage to property real or personal including any infringement of third party patents, copyright and Intellectual Property; and (ii) any injury to persons including property belonging injury resulting in death arising out of, or in the course of, or in connection with this Agreement, excepting in so far as such damage or injury shall be demonstrated by the Provider to the Crown be due to any act or neglect of the Authority, or for their officers, servants or agents. 20.2 Nothing in this Condition 20 shall operate so as to restrict or exclude the liability of any party in relation to death or personal injury caused by the negligence of that party or its servants, agents or employees or to restrict or exclude any other liability of either party which it is responsible “Authority Property”);cannot be so restricted or excluded in law. 20.3 In no circumstances shall either party be liable to the other party in contract, tort (c) including negligence or breach of statutory duty; and) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other party. (d) actions20.4 Subject to Condition 20.2, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply the Provider’s liability to the extent that: (a) Authority arising out of or in connection with any loss, damage injury, cost and expense is caused by the negligent breach of this Agreement or wilful any act or omission of the Authority, its employees, agents or contractors, or by Provider in connection with the breach performance of the Agreement shall in no event exceed the amount of the NIHR Programme Development Grant Funding payable by the Authority of their obligations to the Provider under this Agreement. 20.5 Without prejudice to Condition 20.1, the Agreement; or (b) the Contractor is able to demonstrate that the lossProvider shall, damage or injury arose as a direct result of the Contractor acting on the instructions of if requested by the Authority. 10.3 The Contractor shall, with throughout the duration of this Agreement effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Provider arising out of the Provider's performance of the Agreement. 20.6 The Provider shall produce on demand by the Authority documentary evidence that any insurance policies required by Condition 20.5 are in force. 20.7 Should the Provider fail to obtain or maintain insurance as provided in Condition 20.5, the Authority may without prejudice to any other right or remedy itself insure against any risk in respect of which such insurance is required, charge the cost of such insurance, together with an administration charge equal to 5% of the cost of such insurance, to the Provider and deduct such charges from any sums due from the Authority to the Provider under Section 4. 20.8 The terms or the amount of cover of any insurance shall not relieve the Provider of any liabilities under the Agreement. It shall be the responsibility of the Provider to determine the amount of insurance that will be adequate to enable the Provider to satisfy any liability referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiumsCondition 20.1. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 19.1. The Contractor shall fully indemnify the Authority, the CrownNC3Rs, its employeesofficers, servants and agents fully against any liability, loss, claim or proceedings whatsoever arising under any statute or at common law in respect of: 19.1.1. any damage to property, real or personal, including any infringement by the Contractor of third party Intellectual Property rights whether patents, copyright, registered designs or otherwise, arising out of, in the course of or in connection with the portion of the Project for which the Contractor is responsible. 19.1.2. any injury to persons, including injury resulting in death and contractorsarising out of or in the course of or in connection with the portion of the Project for which the Contractor is responsible except in so far as such damages or injury shall be due to any act or neglect of the NC3Rs. 19.2. The Contractor shall promptly notify the NC3Rs if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of Intellectual Property which might affect the Project. 19.3. The Contractor shall effect and maintain with a reputable insurance company a policy or policies of insurance providing an adequate level of cover in respect of all risks which may be incurred by the Contractor, arising out of the Contractor's performance of the Agreement. 19.4. The Contractor shall hold employer's liability insurance in respect of staff in accordance with any legal 19.5. The Contractor shall produce to the NC3Rs, on demand from request, copies of all insurance policies referred to in this Clause or other evidence confirming the existence and against all liability for:extent of the cover given by those policies, together with receipts or other evidence of payment of the latest premiums due under those policies. (a) death or personal injury; (b) loss 19.6. The terms of or damage to property (including property belonging to the Crown any insurance or the Authority, or for which it is responsible “Authority Property”); (c) breach amount of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 cover shall not apply to relieve the extent that: (a) Contractor of any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations liabilities under the Agreement; or (b) . It shall be the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result responsibility of the Contractor acting on to determine the instructions amount of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary insurance cover that will be adequate to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require satisfy any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 Clause 19.3 above. 19.7. Save as expressly stated elsewhere in this Agreement neither Party shall be shown liable to the Authority‟s Representative whenever he requestsother for consequential loss or damage or loss of opportunity, together with satisfactory evidence of payment of premiumsrevenue or profit. 10.5 No party to the 19.8. Nothing in this Agreement shall take limit or exclude any action liability for death or fail to take any reasonable action, personal injury or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured personfraud. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis) 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 500,000 for any one incident and unlimited in total. 10.4 The policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1. 10.7 The time limit for the commencement of any claims by either Party against the other Party under the provisions of Clause 10 shall be 12 months from the date of this Agreement.

Indemnity and Insurance. 10.1 9.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis)) which arises out of or in connection with the provision of the Project. 10.2 9.2 The indemnity contained in Condition 10.1 9.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful willful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority Authority, , of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 9.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.19.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s employer’s liability, public liability and professional indemnity insurance, to covering at least all matters which are the subject of indemnities or compensation obligations such sum is specified, the sum of not less than £5,000,000 for any one incident and unlimited in total. 10.4 9.4 The policy or policies of insurance referred to in paragraph 10.3 9.3 shall be shown to the Authority‟s Authority’s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 9.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.

Indemnity and Insurance. 10.1 The Contractor shall indemnify the Authority, the Crown, its employees, agents and contractors, on demand from and against all liability for: (a) death or personal injury; (b) loss of or damage to property (including property belonging to the Crown or the Authority, or for which it is responsible “Authority Property”); (c) breach of statutory duty; and (d) actions, claims, demands, costs, charges and expenses (including legal expenses on an indemnity basis)) which arises directly out of the provision of the Project. 10.2 The indemnity contained in Condition 10.1 shall not apply to the extent that: (a) any loss, damage injury, cost and expense is caused by the negligent or wilful act or omission of the Authority, its employees, agents or contractors, or by the breach by the Authority of their obligations under the Agreement; or (b) the Contractor is able to demonstrate that the loss, damage or injury arose as a direct result of the Contractor acting on the instructions of the Authority. 10.3 The Contractor shall, with effect from the Date for Commencement for such period as necessary to enable the Contractor to comply with his obligations under Condition 10.1, take out and maintain (and shall require any sub contractor to take out and maintain) insurance with a reputable insurance company, including (but not limited) to employer‟s liability, public liability and professional indemnity insurance, to the sum of not less than £5,000,000 for any one incident and unlimited in total.incident 10.4 The Evidence of the policy or policies of insurance referred to in paragraph 10.3 shall be shown to the Authority‟s Representative whenever he requests, together with satisfactory evidence of payment of premiums. 10.5 No party to the Agreement shall take any action or fail to take any reasonable action, or (to the extent that it is reasonably within its power) permit anything to occur in relation to it, which would entitle any insurer to refuse to pay any claim under any insurance policy in which that party is an insured, a co-insured or additional insured person. 10.6 The Authority may, at its sole discretion, waive the requirement for insurance, in whole or part (other than that required by law), where the Contractor is able to provide a suitable guarantee that the Contractor can meet any liabilities for which indemnities are provided under Condition 10.1.