Common use of Indemnity by the Contractor Clause in Contracts

Indemnity by the Contractor. 23.2.1 Without limiting the generality of Clause 23.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 Failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 Payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or 23.2.4 Non-payment of amounts due as a result of materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors. 23.2.5 Without limiting the generality of the provisions of this Article 23, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, nor any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of Works, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.

Indemnity by the Contractor. 23.2.1 Without limiting the generality of Clause 23.1, the 19.2.1 The Contractor shall fully indemnify, hold harmless and defend the Authority RSCL and the Authority RSCL Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 Failure (a) failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 Payment (b) payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or 23.2.4 Non(c) non-payment of amounts due as a result of materials Materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors. 23.2.5 Without limiting the generality of the provisions of this Article 23, the 19.2.2 The Contractor shall fully indemnify, hold harmless and defend the Authority RSCL Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority RSCL Indemnified Persons may hereafter suffer, suffer or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design information or process used by the Contractor or by the Sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectWork, nor or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority RSCL a licence, at no cost to the AuthorityRSCL, authorising authorizing continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of WorksSpecifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing. 20.1 Labour Laws to be complied by the Contractor.

Indemnity by the Contractor. 23.2.1 35.2.1 Without limiting the generality of Clause 23.1Article 35.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 Failure a) failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 Payment b) payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractorsContractors, suppliers and representatives; or 23.2.4 Nonc) non-payment of amounts due as a result of materials or services furnished to the Contractor or any of its Sub-contractors Contractors which are payable by the Contractor or any of its Sub-contractorsContractors; d) its omissions or acts of fraud, gross negligence and wilful misconduct; e) any personal bodily injury or death of any person caused by, arising out of or in connection with its performance of this Agreement; or f) loss of or physical damage to property of the Authority or any third party caused by, arising out of or in connection with the performance of this Agreement. 23.2.5 35.2.2 Without limiting the generality of the provisions of this Article 2335, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual propertyIntellectual Property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors Contractors in performing the Contractor’s 's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectProject Infrastructure, nor or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of WorksSpecifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Contractor. 23.2.1 Without limiting The Contractor indemnifies the generality Customer and its subcontractors and Personnel against Losses reasonably sustained or incurred by the Customer as a result of Clause 23.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages a claim made or threatened by a third party arising out of or with respect to: 23.2.2 Failure in connection with: any breach of this Contract by the Contractor; any negligent, unlawful, illegal, fraudulent or dishonest act or omission of the Contractor or its subcontractors or Personnel; or an allegation that any Services or Warranted Materials (including the use of any Services or Warranted Materials by the Customer or its subcontractors or Personnel) infringes the Intellectual Property Rights or Moral Rights of the third party. For the purposes of this clause 25.1(c), an infringement of Intellectual Property Rights includes unauthorised acts which would, but for the operation of section 163 of the Patents Act 1990 (Cth), section 96 of the Designs Act 2003 (Cth), section 183 of the Copyright Act 1968 (Cth) and section 25 of the Circuit Layouts Act 1989 (Cth), constitute an infringement. Where the Customer wishes to enforce an indemnity under clause 25.1 it must: give written notice to the Contractor as soon as practical; make reasonable efforts to mitigate the relevant Loss; subject to the Contractor agreeing to comply at all times with Applicable Laws clause 25.3, permit the Contractor, at the Contractor's expense, to handle all negotiations for settlement and, as permitted by Law, to control and Applicable Permits; 23.2.3 Payment direct any settlement negotiation or litigation that may follow; and in the event that the Contractor is permitted to handle negotiations or conduct litigation on behalf of taxes required the Customer under clause 25.2(c), provide all reasonable assistance to be made the Contractor in the handling of any negotiations and litigation. In the event that the Contractor is permitted to handle negotiations or conduct litigation on behalf of the Customer under clause 25.2(c), the Contractor must: comply with government policy and obligations, as if the Contractor were the Customer, relevant to the conduct of the litigation and any settlement negotiation (including but not limited to the Legal Services Directions) and any direction issued by the Attorney General to the Commonwealth or delegate; keep the Customer informed of any significant developments relating to the conduct of the defence or settlement of any claim; and provide to the Customer such information and documentation as are reasonably requested by the Customer, to enable the Customer to ascertain whether the defence or settlement by the Contractor of any claim is being conducted in respect accordance with the requirements of the income or other taxes of the Sub-contractorsLegal Services Directions, suppliers including any requirements relating to legal professional privilege and representatives; or 23.2.4 Non-payment of amounts due as a result of materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors. 23.2.5 Without limiting the generality of the provisions of this Article 23, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Projectconfidentiality. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, nor any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of Works, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- infringing.Liability

Indemnity by the Contractor. 23.2.1 12.2.1 Without limiting the generality of Clause 23.112.1, the Contractor shall fully indemnify, hold harmless and defend the Authority KDA and the Authority KDA’s Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 Failure a. failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 Payment b. payment of taxes required to be made by the Contractor in respect of the income or other taxes of the SubContractor’s sub-contractors, suppliers and representatives; or 23.2.4 Nonc. non-payment of amounts due as a result of materials Material or services furnished provided to the Contractor or any of its Sub-sub- contractors which are payable by the Contractor or any of its Subsub-contractors. 23.2.5 12.2.2 Without limiting the generality of the provisions of this Article 2312, the Contractor shall fully indemnify, hold harmless and defend the Authority KDA’s Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority KDA’s Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the SubContractor’s sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the Project, nor Project or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor K D A shall promptly make every reasonable effort to secure for the Authority KDA a licencelicense, at no cost to the AuthorityKDA, authorising authorizing continued use of the infringing work. If the Contractor is unable to secure such licence license within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of WorksSpecifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Contractor. 23.2.1 25.2.1 Without limiting the generality of Clause 23.125.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 (a) Failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 (b) Payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or 23.2.4 (c) Non-payment of amounts due as a result of materials Materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors. 23.2.5 25.2.2 Without limiting the generality of the provisions of this Article 2325, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors in performing the Contractor’s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectProject Highway, nor or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of WorksSpecifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.

Indemnity by the Contractor. 23.2.1 25.2.1 Without limiting the generality of Clause 23.125.1, the Contractor shall fully indemnify, hold harmless and defend the Authority and the Authority Indemnified Persons from and against any and all loss and/or damages arising out of or with respect to: 23.2.2 Failure (a) failure of the Contractor to comply with Applicable Laws and Applicable Permits; 23.2.3 Payment (b) payment of taxes required to be made by the Contractor in respect of the income or other taxes of the Sub-contractors, suppliers and representatives; or 23.2.4 Non(c) non-payment of amounts due as a result of materials Materials or services furnished to the Contractor or any of its Sub-contractors which are payable by the Contractor or any of its Sub-contractors. 23.2.5 25.2.2 Without limiting the generality of the provisions of this Article 2325, the Contractor shall fully indemnify, hold harmless and defend the Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which the Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Contractor or by the Sub-contractors in performing the Contractor’s Contractor‟s obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint mrestraint order or preliminary injunction is granted, the Contractor shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. If, in any such suit, action, claim or proceedings, the ProjectProject Highway, nor or any part thereof or comprised therein, is held to constitute an infringement and its use is permanently enjoined, the Contractor shall promptly make every reasonable effort to secure for the Authority a licence, at no cost to the Authority, authorising continued use of the infringing work. If the Contractor is unable to secure such licence within a reasonable time, the Contractor shall, at its own expense, and without impairing the standards of WorksSpecifications and Standards, either replace the affected work, or part, or process thereof with non-infringing work or part or process, or modify the same so that it becomes non- non-infringing.