Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 shall survive expiration or termination of this Agreement.
Appears in 7 contracts
Samples: Research Collaboration Agreement, Research Collaboration Agreement, Research Collaboration Agreement
Insurance and Indemnities. Each Party 16.1 The Lead Authority shall effect and maintain ensure that adequate insurance cover is effected and maintained in accordance with its Mandatory Policies and notified annually to cover its conduct the Joint Committee and the other Parties if requested in respect of:
16.1.1 the Hemel Hempstead Crematorium (buildings and contents) in the minimum sum of £9.8 million;
16.1.2 the West Herts Crematorium (buildings and contents) in the minimum sum of £15.5 million;
16.1.3 employer’s liability in the minimum sum of £10 million;
16.1.4 public liability in the minimum sum of £5 million;
16.1.5 officials indemnity in the minimum sum of £2 million; and
16.1.6 professional indemnity in the minimum sum of £2 million. as applicable.
16.2 The Lead Authority shall notify the other Parties and the Joint Committee of any claims or legal proceedings arising from or in connection with the provision of the Project. Each Party uses Services and shall institute and defend all such claims or legal proceedings as it finds reasonable to do so PROVIDED ALWAYS that EXCEPT in relation to claims or proceedings in respect of which insurances provide full indemnity and cover, the Project IP and Lead Authority shall consider any Project Materials and/or Improvements advice offered by the other Parties in relation to the prosecution, defence, compromise or settlement of any proceedings taken or defended in accordance with this clause 16 to which another Party is a party in the High Court of Justice, the Court of Appeal or the Supreme Court but the Lead Authority shall not be obliged to take any step or any action that may compromise any claim under any insurance it holds.
16.3 The Lead Authority shall use its reasonable endeavours to undertake to provide the Services in such a way as to minimise third party claims for compensation, damages or otherwise for any legal liability arising from or in connection with or incidental to the provision of the Services through the negligence, default or neglect of the Lead Authority.
16.4 In the event of failure by any Party to reasonably comply with the requirements of this Agreement which results in another Party incurring additional expenditure then the Party at its own risk. Each Party releases fault shall indemnify and indemnifies and will continue to release and indemnify reimburse the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including for the reasonable expenditure so incurred.
16.5 For the purposes of clause 16.4 above the Party at fault shall be provided with evidence of the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement incurred by the indemnifying Party. The indemnifying Party’s liability to indemnify another other Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate as a Loss, the indemnifying Party will have no liability for any portion result of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 shall survive expiration or termination of this Agreementfailure.
Appears in 1 contract
Samples: Agreement for Crematoria Services
Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Research Results of the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the The indemnifying Party’s use of the Project IP or Project Materials or ImprovementsResearch Results of the Project; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this AgreementAgreement including but not limited to its use or commercialisation of the Research Results (if permitted); any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party; the indemnifying Party’s use of any product or process incorporating or produced using the Research Results. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Samples: Research Collaboration Agreement
Insurance and Indemnities. 10.1 Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. .
10.2 Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. .
10.3 Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: :
(a) the indemnifying Party’s use of the Project IP or Project Materials or Improvements; ;
(b) or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; ;
(c) any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; ;
(d) a breach of the terms and conditions of this Agreement by the indemnifying Party. .
10.4 The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. .
10.5 An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. .
10.6 Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. .
10.7 The provisions of this clause 10 shall survive expiration or termination of this Agreement.
Appears in 1 contract
Samples: Research Collaboration Agreement
Insurance and Indemnities. 9.1 Each Party shall effect will procure and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement maintain, at its own risk. Each cost with a reputable insurer, all such insurance cover as would be usual or prudent for a comparable institution to maintain in respect of the activities carried on by such Party releases under this Agreement taking into account the provisions of the remainder of this Clause 9.
9.2 Subject to the provisions of Clause 9.3, each Party (each an “Indemnifying Party”) agrees to indemnify and indemnifies and will continue to release and indemnify keep indemnified the other Party or Parties and its in each case their representative subsidiaries and affiliates and their respective officers, staff directors, employees and agents (each a “Claiming Party”) from and against all actionsany claim of liability (including costs, claims, demands, liabilities, expenses, damages or losses (including reasonable legal and other professional costs and expenses expenses)) made by a third party against that the Claiming Party (including the costs of defending or settling without limitation any action, claim or demandStudent) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms if and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act such liability arises out of or omission, or in connection with the Indemnifying Party’s negligence or wilful misconduct breach of this Agreement or under applicable law.
9.3 The aggregate liability of either Party in connection with all claims (the “Claims”) brought against it by any Claiming Party in connection with any indemnity granted pursuant to this Clause 9 will not exceed the indemnified Party or Parties contributed to amount specified in Clause 9.5.
9.4 Notwithstanding the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In foregoing, in the event that an indemnified either Party fails is entitled to so mitigate bring a Lossclaim under any policy of insurance in respect of the circumstances giving rise to any Claim, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be required to bring such a claim and pursue such claim with reasonable diligence. Where the proceeds received by the relevant party in respect of such insurance claim (the “Insurance Proceeds”) exceed the amount which a Claiming Party would otherwise be entitled to recover in respect of a Claim pursuant to Clause 9.2, the Indemnifying Party’s total liability in respect of such Claim will be limited to an amount equal to the Insurance Proceeds.
9.5 Subject to Clauses 9.2 to 9.4 and 9.6, neither Party shall be liable to for any other Party indirect, consequential, incidental, special, punitive, exemplary damages or pure economic loss, loss of business, profit or income, costs, damages, charges or expenses and each Party’s total liability arising out of or in connection with this Agreement shall in contract, tort (any event be limited to the greater of:
9.5.1 the amount of the tuition fees paid or payable by Students to University in the year preceding the event giving rise to the liability; or
9.5.2 €30,000.
9.6 Nothing in this Agreement limits or excludes either Party's liability for death or personal injury including resulting from either Party's negligence), under statute, under any indemnity, under any action, claim ; or liability, or under any other basis in law or equity for any Loss damages or liability incurred by either Party as a result of an indirect fraud or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed fraudulent misrepresentation by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions ; or for any sort of this clause 10 shall survive expiration liability that, by law, cannot be limited or termination of this Agreementexcluded.
Appears in 1 contract
Samples: International Students Recruitment Agency Agreement
Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Research Project. Each The Party uses with the Project IP right to use and any Project Materials and/or Improvements in accordance with this Agreement commercialise the Research Results does so at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents Representatives from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this AgreementAgreement including but not limited to its use or commercialisation of the Research Results (if permitted); any unlawful or negligent act or omission of the indemnifying Party or its representatives Representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to ; and the extent that use of any unlawful act product or omission, process incorporating or negligence or wilful misconduct by produced using the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other PartyResearch Results. The provisions of this clause 10 Clause 9 shall survive expiration or termination of this Agreement.. To the fullest extent permitted by law, each Party’s liability under any condition or warranty which cannot be legally excluded is limited, at the option of that Party, to: [delete as needed] in the case of goods; the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of he cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; in the case of services: supplying the services again; or paying the cost of having the services supplied again. Notwithstanding any other clause in this Agreement and to the fullest extent permitted by law, each Party’s liability arising from or in connection with the performance or non-performance of any or all of its obligations under this Agreement or in any other manner related to this Agreement (whether in tort, for breach of statute or otherwise) will not in the aggregate exceed [xxx] times the Project Funds. [delete as needed]
Appears in 1 contract
Samples: Research Collaboration Agreement
Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 10. shall survive expiration or termination of this Agreement.
Appears in 1 contract
Samples: Research Collaboration Agreement