Common use of LIABILITIES AND INSURANCE AND INDEMNITY Clause in Contracts

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardBCF Executive Group. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement (including a Loss arising under an Individual Scheme or the Services Contract Contract) as a consequence of any act or omission of another Partner or Partners (“Other PartnerPartner(s)”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner Partner(s) shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner or Partners contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner or Partners acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either a Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner Partner(s) will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner or Partners specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner or Partners (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner or Partners and its its/their professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain it maintains policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 20.1 Subject to Clause 15.2, 20.2 and 15.320.3, if a Partner Party (“First PartnerParty”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner Party (“Other PartnerParty”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the a Services Contract then the Other Partner Party shall be liable to the First Partner Party for that Loss and shall indemnify the First Partner Party accordingly. 15.2 20.2 Clause 15.1 will 20.1 shall only apply to the extent that the acts or omissions of the Other Partner Party contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner Party acting in accordance with the instructions or requests of the First Partner Party or the Partnership Integrated Commissioning Board. 15.3 20.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerParty, which may reasonably be considered as likely to give rise to liability under this Clause 15, 20 the Partner Party that may claim against the other indemnifying Partner Party will: 15.3.1 20.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner Party specifying in reasonable detail the nature of the relevant claim; 15.3.2 20.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner Party (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 20.3.3 give the Other Partner Party and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner Party and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 20.4 Each Partner Party shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 20.5 Where a Party is the Lead Commissioner for any Services Contract, it shall ensure that any Provider that they appoint will have adequate insurance (or equivalent indemnity arrangements through schemes operated by the National Health Service Litigation Authority) including but not limited to employers liability, public liability, professional indemnity insurance and clinical negligence, as appropriate to the services being undertaken by the Provider. 20.6 Each Partner Party shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 [Subject to Clause 15.216.2, and 15.3163, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardIntegrated Commissioning Executive. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner (“"First Partner”") incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“"Other Partner”") which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 If any third party makes a claim or intimates an intention Intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 13.4 the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.2, 16.2 and 15.316.3, if a Partner (the “First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another the other Partner (the “Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership instructions or requests of the relevant Committee or the Health and Care Commissioning Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may wish to claim an indemnity against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its the power or control so as to enable the Indemnifying Other Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityNHS Resolution) in respect of all reasonably foreseeable and commonly insured potential liabilities arising from this Agreement. 15.5 Agreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). Each Partner will supply the other Partner with details of the policies held by them following a request in writing to do so from that other Partner. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.3163, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardIntegrated Care Partnership. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 16.6 A Partner will take all reasonable steps to require that a Provider has suitable insurance cover in place, and that the Provider will maintain same, prior to that Partner entering into a Provider Contract with that Provider.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another the other Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the relevant Services Contract Contract, then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Commissioning Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they put in place and maintain in force appropriate policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityAuthority (known as NHS Resolution)) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Losses through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss Losses for which one party Partner is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2Clause15.2, and 15.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Service Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Service Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Health and Wellbeing Board. 15.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, Clause15 the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance in respect of its employees activities in carrying out the functions arising from this Agreement.. In the case of the ICB it may (or equivalent arrangements where available) effect through schemes operated by the National Health Service Litigation Authority) , alternative arrangements in respect of all potential liabilities arising from this AgreementNHS schemes in lieu of commercial insurance. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 15.6 The Lead Commissioner for each Individual Scheme shall ensure that all Providers maintain policies of insurance in relation to the potential liabilities arising from the Services under a Service Contract and ensure that such Service Contract provides indemnities in respect of any loss sustained by the Partners as a result of any breach or negligence by the Provider.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the a Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner or anyone within its control or acting on its behalf contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Joint Commissioning Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall shall: 16.4.1 ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement; and 16.4.2 where it is the commissioner of Services, use its reasonable endeavours to ensure that Service Contracts contain: (a) appropriate insurance obligations which as a minimum require the relevant Service provider to obtain and maintain in force, for an appropriate period, policies of insurance which reflect the Service provider’s risks under the Services Contract; and (b) indemnities from the Service provider which provide appropriate protection for both the Partner commissioning the Services Contract, and the other Partner and also for Service Users. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loos axxxxng under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement.Agreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement) 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 12.1 Subject to Clause 15.2, 12.2 and 15.312.3, if a Partner (the “First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another the other Partner (the “Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 12.2 Clause 15.1 will 12.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardPartner. 15.3 12.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1512, the Partner that may claim against the other indemnifying Partner will: 15.3.1 12.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 12.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 12.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its the power or control so as to enable the Indemnifying Other Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 12.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 12.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 12.6 In respect of the indemnities given in this Clause 12: 12.6.1 the indemnified Partner shall give written notice to the indemnifying Partner as soon as is practicable of the details of any claim or proceedings brought or threatened against it in respect of which a claim will or may be made under the relevant indemnity. 12.6.2 the indemnifying Partner shall at its own expense have the exclusive right to defend conduct and/or settle all claims and proceedings to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact upon the indemnified Partner, the indemnifying Partner shall consult with the indemnified Partner about the conduct and/or settlement of such claims and proceedings and shall at all times keep the indemnified Partner informed of all material matters. 12.6.3 the indemnifying and indemnified Partners shall each give to the other all such cooperation as may reasonably be required in connection with any threatened or actual claim or proceedings which are or may be covered by a relevant indemnity.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 1. Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 2. Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJCG and/or HWBB. 15.3 3. If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 4. Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 5. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 6. Neither Partner shall be liable to the other Partner for claims arising from any acts or omissions of the other Partner in connection with the Services before the Commencement Date. 7. Conduct of Claims in respect of the indemnities given in this Clause 16: 16.7.1 the indemnified Partner shall give written notice to the indemnifying Partner as soon as is practicable of the details of any claim or proceedings brought or threatened against it in respect of which a claim will or may be made under the relevant indemnity; 16.7.2 the indemnifying Partner shall at its own expense have the exclusive right to defend conduct and/or settle all claims and proceedings to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact upon the indemnified Partner, the indemnifying Partner shall consult with the indemnified Partner about the conduct and/or settlement of such claims and proceedings and shall at all times keep the indemnified Partner informed of all material matters. 16.7.3 the indemnifying and indemnified Partners shall each give to the other all such cooperation as may reasonably be required in connection with any threatened or actual claim or proceedings which are or may be covered by a relevant indemnity.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.3163, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJoint Commissioning Committee. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss under any Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services any Provider Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 14.1 Subject to Clause 15.214.2, and 15.314.3, if a Partner (“First Partner”) incurs a Loss loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 14.2 Clause 15.1 will 14.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 14.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 14. the Partner that may claim against the other indemnifying Partner will: 15.3.1 14.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 14.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 14.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 14.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 14.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 1. Subject to Clause 15.214.2, and 15.314.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 2. Clause 15.1 will 14.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Health & Wellbeing Board. 15.3 3. If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 14. the Partner that may claim against the other indemnifying Partner will: 15.3.1 14.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 14.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 14.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 4. Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 5. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 6 Neither Partner shall be liable to the other Partner for claims arising from any acts or omissions of the other Partner in connection with the Services before the Commencement Date.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Tameside Strategic Partnership BoardCommittee. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement agreement, or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). Therefore, each party will maintain their own insurance policies. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.2, 16.2 and 15.316.3, if a Partner (the “First Partner”) incurs a Loss arising aris ing out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another the other Partner (the “Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership instructions or requests of the Interim Locality Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may wish to claim an indemnity against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its the power or control so as to enable the Indemnifying Other Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityNHS Resolution) in respect of all reasonably foreseeable and commonly insured potential liabilities arising from this Agreement. 15.5 Agreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). Each Partner will supply the other Partner with details of the policies held by them following a request in writing to do so from that other Partner. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement (including a Loss arising under an Individual Scheme or the Services Contract Contract) as a consequence of any act or omission of another Partner or Partners (“Other PartnerPartner(s)”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner Partner(s) shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner or Partners contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner or Partners acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either a Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner Partner(s) will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner or Partners specifying in reasonable detail the nature of the relevant claim;. 15.3.2 16.3.2 not make any admission of liability, agreement agreement, or compromise in relation to the relevant claim without the prior written consent of the Other Partner or Partners (such consent not to be unreasonably conditioned, withheld or delayed);. 15.3.3 16.3.3 give the Other Partner or Partners and its its/their professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents documents, and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary necessary, defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain it maintains policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise minimize and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Commissioning Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they put in place and maintain in force appropriate policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityAuthority (known as NHS Resolution)) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party Partner is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 ‌ 19.1 Subject to Clause 15.2, 19.2 and 15.319.3, if a Partner Party (“First PartnerParty”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner Party (“Other PartnerParty”) which constitutes negligence, fraud fraud, or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner Party shall be liable to the First Partner Party for that Loss and shall indemnify the First Partner Party accordingly. 15.2 19.2 Clause 15.1 will 19.1 shall only apply to the extent that the acts or omissions of the Other Partner Party contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner Party acting in accordance with the instructions or requests of the First Partner Party or the Tameside Strategic Partnership BoardCommittee. 15.3 19.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerParty, which may reasonably be considered as likely to give rise to liability under this Clause 15, 19 the Partner Party that may claim against the other indemnifying Partner Party will: 15.3.1 19.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner Party specifying in reasonable detail the nature of the relevant claim; 15.3.2 19.3.2 not make any admission of liability, agreement agreement, or compromise in relation to the relevant claim without the prior written consent of the Other Partner Party (such consent not to be unreasonably conditioned, withheld withheld, or delayed); 15.3.3 19.3.3 give the Other Partner Party and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents documents, and records within its power or control so as to enable the Indemnifying Partner Party and its professional advisers to examine such premises, assets, accounts, documents documents, and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 19.4 Each Partner Party shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityResolution) in respect of all potential liabilities arising from this Agreement. 15.5 19.5 Each Partner Party shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party Party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the a Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner or anyone acting within its control or on its behalf contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Joint Commissioning Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will:16. The 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be b16e unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall shall: 16.4.1 ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement; and 16.4.2 where it is the commissioner of Services, use its reasonable endeavours to ensure that Service Contracts contain: (a) appropriate insurance obligations which as a minimum require the relevant Service provider to obtain and maintain in force, for an appropriate period, policies of insurance which reflect the Service provider’s risks under the Services Contract; and (b) indemnities from the Service provider which provide appropriate protection for both the Partner commissioning the Services Contract, and the other Partner and also for Service Users. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this AgreementAgreement and in the event of Losses arising, shall seek to recover such Loss through the relevant policy of insurance or equivalent arrangement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 . Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 . If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 : as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 ; not make any admission of liability, agreement Agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 ; give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 . Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 . Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 14.1 Subject to Clause 15.214.2, and 15.314.3, if a Partner (“First Partner”) incurs a Loss loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 14.2 Clause 15.1 will 14.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Programme Board. 15.3 14.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 14. the Partner that may claim against the other indemnifying Partner will: 15.3.1 14.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 14.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 14.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 14.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 14.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject The Parties shall agree and maintain appropriate insurance arrangements in respect of all potential liabilities arising from this Agreement. In the case of the CCG, it may arrange alternative cover in accordance with current NHS arrangements administered by the NHS Litigation Authority in lieu of commercial insurance. Each Party shall provide to Clause 15.2, the other upon request such evidence as that Party may reasonably require to confirm that the insurance arrangements are satisfactory and 15.3, if are in force at all times. 15.2 Each Party ("Indemnifying Party") shall indemnify the other Party ("Indemnified Party") and its employees and agents against all Losses incurred as a Partner (“First Partner”) incurs a Loss arising out result of or in connection with this Agreement or the a Services Contract to the extent that such Losses arise as a consequence result of any act negligent or omission of another Partner (“Other Partner”) which constitutes negligencewrongful act, fraud or a omission, breach of contract in relation to statutory duty, breach of this Agreement or breach of the relevant Services Contract then of the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will only apply Indemnified Party, its employees or agents, save to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with Indemnifying Party was following the instructions or requests of the First Partner Indemnified Party, the Health and Wellbeing Board or the Partnership BoardICEOG. 15.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerParty, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner Party will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner Indemnifying Party specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner Indemnifying Party (such consent not to be unreasonably conditioned, withheld or delayed);; and 15.3.3 give the Other Partner Indemnifying Party and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner Party and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner For the purposes of the indemnity in Clause 15.2 the expression "agents" shall ensure that they maintain policies be deemed to include without limitation any nurse or health professional/social care worker or manager providing services to the Council or the CCG under a contract for services for the Better Care Fund and any person carrying out work for the Council or the CCG under such a contract connected with such of insurance (the Council's or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementCCG's facilities. 15.5 The Parties acknowledge that the responsibility for specific indemnity cover lies with the Provider relevant to the Services they operate. However, commissioners need to assure themselves that such indemnity cover is in place. 15.6 Each Partner Party shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party it is entitled to bring a claim against the other Party pursuant to this Agreement. 15.7 In respect of the indemnities given in this Clause 15: 15.7.1 the Indemnified Party shall give written notice to the Indemnifying Party as soon as is practicable of the details of any claim or proceedings brought or threatened against it in respect of which a claim will or may be made under the relevant indemnity; 15.7.2 the Indemnifying Party shall at its own expense have the exclusive right to defend conduct and/or settle all claims and proceedings to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact upon the Indemnified Party, the Indemnifying Party shall consult with the Indemnified Party about the conduct and/or settlement of such claims and proceedings and shall at all times keep the Indemnified Party informed of all material matters; and 15.7.3 the Indemnifying and Indemnified Parties shall each give to the other all such cooperation as may reasonably be required in connection with any threatened or actual claim or proceedings which are or may be covered by a relevant indemnity.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 11.1 Subject to Clause 15.2, and 15.38, if a Partner Party (“First PartnerParty”) incurs a Loss arising out of or in connection with this Agreement or in relation to the Services Contract to be jointly commissioned under the terms of this agreement as a consequence of any act or omission of another Partner Party (“Other PartnerParty”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the contract under which the Services Contract are to be provided then the Other Partner Party shall be liable to the First Partner Party for that Loss and shall indemnify the First Partner Party accordingly. 15.2 11.2 Clause 15.1 will 11.1 shall only apply to the extent that the acts or omissions of the Other Partner Party contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner Party acting in accordance with the instructions or requests of the First Partner Party, the HCICB or the Partnership BoardDIC. 15.3 11.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerParty, which may reasonably be considered as likely to give rise to liability under this Clause 15, then the Partner Party that may claim against the other indemnifying Partner Party will: 15.3.1 as 11.3.1 As soon as reasonably practicable give written notice of that matter to the Other Partner Party specifying in reasonable detail the nature of the relevant claim; 15.3.2 not 11.3.2 Not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner Party (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give 11.3.3 Give the Other Partner other Party and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner indemnifying Party and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose purposes of assessing the merits of, metis of and if necessary defendingnecessary, defending the relevant claim. 15.4 11.4 Each Partner Party shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Xxxx arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement.Agreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement)] 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services any Service Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardPartner. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 : (a)‌ as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 ; matter to the Other Partner (b)‌ not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be granted subject to unreasonable conditions, unreasonably conditioned, withheld or unreasonably delayed); 15.3.3 ; and (c)‌ give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 14.1 Subject to Clause 15.214.2, and 15.314.3, if a Partner (“First Partner”) incurs a Loss loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Another Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Another Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 14.2 Clause 15.1 will 14.1 shall only apply to the extent that the acts or omissions of the Other Another Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Another Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Board. 15.3 14.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 14. the Partner that may claim against the other indemnifying Partner will: 15.3.1 14.3.1 as soon as reasonably practicable give written notice of that matter to the Other Another Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 14.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Another Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 14.3.3 give the Other Another Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 14.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 14.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BCF Executive Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 1. Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 2. Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJCG and/or HWBB. 15.3 3. If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 4. Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 5. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 6. Neither Partner shall be liable to the other Partner for claims arising from any acts or omissions of the other Partner in connection with the Services before the Commencement Date. 7. Conduct of Claims in respect of the indemnities given in this Clause 16: 16.7.1 the indemnified Partner shall give written notice to the indemnifying Partner as soon as is practicable of the details of any claim or proceedings brought or threatened against it in respect of which a claim will or may be made under the relevant indemnity; 16.7.2 the indemnifying Partner shall at its own expense have the exclusive right to defend conduct and/or settle all claims and proceedings to the extent that such claims or proceedings may be covered by the relevant indemnity provided that where there is an impact upon the indemnified Partner, the indemnifying Partner shall consult with the indemnified Partner about the conduct and/or settlement of such claims and proceedings and shall at all times keep the indemnified Partner informed of all material matters. 16.7.3 the indemnifying and indemnified Partners shall each give to the other all such cooperation as may reasonably be required in connection with any threatened or actual claim or proceedings which are or may be covered by a relevant indemnity.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the a Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner or anyone acting within its control or on its behalf contributed to the relevant Loss. Furthermore, it shall not n1o6t apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Joint Commissioning Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will:16. The 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall shall: 16.4.1 ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement; and 16.4.2 where it is the commissioner of Services, use its reasonable endeavours to ensure that Service Contracts contain: (a) appropriate insurance obligations which as a minimum require the relevant Service provider to obtain and maintain in force, for an appropriate period, policies of insurance which reflect the Service provider’s risks under the Services Contract; and (b) indemnities from the Service provider which provide appropriate protection for both the Partner commissioning the Services Contract, and the other Partner and also for Service Users. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this AgreementAgreement and in the event of Losses arising, shall seek to recover such Loss through the relevant policy of insurance or equivalent arrangement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another by the other Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJSCG. 15.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Partner that may proposes a claim against the other indemnifying Partner will:will:- 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claimclaim and reason; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed);; and 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Indemnified Partner”) incurs a Loss arising out of or in connection with this Agreement or the a Services Contract as a consequence of any act or omission of another Partner (“Other Indemnifying Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the a Services Contract then the Other Indemnifying Partner shall be liable to the First Indemnified Partner for that Loss and shall indemnify the First Indemnified Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Indemnifying Partner or its Representatives contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Indemnifying Partner acting in accordance with the instructions or requests of the First Indemnified Partner or the Partnership Joint Commissioning Board. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerPartner , which may reasonably be considered as likely to give rise to liability under this Clause 1516, the Indemnified Partner that may claim against the other indemnifying Indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Indemnifying Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Indemnifying Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Indemnifying Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall shall: 16.4.1 ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement.Agreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement; and 15.5 16.4.2 where it is the commissioner of Services, use its reasonable endeavours to ensure that Service Contracts contain: (a) appropriate insurance obligations which as a minimum require the relevant Service provider to obtain and maintain in force, for an appropriate period, policies of insurance which reflect the Service provider’s risks under the Services Contract; and (b) indemnities from the Service provider which provide appropriate protection for the Partner commissioning the Services Contract 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss Loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 ‌ 19.1 Subject to Clause 15.2, 19.2 and 15.319.3, if a Partner Party (“First PartnerParty”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner Party (“Other PartnerParty”) which constitutes negligence, fraud fraud, or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner breach 19.2 Clause 19.1 shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will only apply to the extent that the acts or omissions of the Other Partner Party contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner Party acting in accordance with the instructions or requests of the First Partner Party or the Tameside Strategic Partnership BoardCommittee. 15.3 19.3 If any third party makes a claim or intimates an intention to make a claim against either PartnerParty, which may reasonably be considered as likely to give rise to liability under this Clause 15, 19 the Partner Party that may claim against the other indemnifying Partner Party will: 15.3.1 19.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner Party specifying in reasonable detail the nature of the relevant claim; 15.3.2 19.3.2 not make any admission of liability, agreement agreement, or compromise in relation to the relevant claim without the prior written consent of the Other Partner Party (such consent not to be unreasonably conditioned, withheld withheld, or delayed); 15.3.3 19.3.3 give the Other Partner Party and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents documents, and records within its power or control so as to enable the Indemnifying Partner Party and its professional advisers to examine such premises, assets, accounts, documents documents, and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 19.4 Each Partner Party shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityResolution) in respect of all potential liabilities arising from this Agreement. 15.5 19.5 Each Partner Party shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party Party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services any Service Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardPartner. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 (a) as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 (b) not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be granted subject to unreasonable conditions, unreasonably conditioned, withheld or unreasonably delayed);; and 15.3.3 (c) give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement and in the event of Losses shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement). 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will shall apply only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJCCG. 15.3 If any third party makes a claim or intimates an intention to make a claim against either any Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityAuthority or self insure) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will shall apply only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardBCF Leadership Group. 15.3 If any third party makes a claim or intimates an intention to make a claim against either any Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation AuthorityAuthority or self-insure) in respect of all potential liabilities arising from this Agreement. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss any reasonable Losses arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that reasonable Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Lossreasonable Losses. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardJoint Commissioning Forum. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss Losses for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the CAMHS Strategic Partnership BoardGroup. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.3163, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardIntegrated Commissioning Executive. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 16.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement. 16.6 A Partner will take all reasonable steps to require that a Provider has suitable insurance cover in place, and that the Provider will maintain same, prior to that Partner entering into a Provider Contract with that Provider.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 16.1 Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract (including a Loss arising under an Individual Scheme) as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the any Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 16.2 Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership BoardBetter Care Fund Steering Group. 15.3 16.3 If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, clause 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 16.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 16.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 16.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 16.4 Neither Partner shall be liable to the Other Partner for claims by third parties arising from any acts or omissions of the Other Partner in connection with the Services before the Commencement Date. 16.5 Each Partner shall ensure that they maintain policies of insurance insurance, providing an adequate level of cover for liabilities arising under any indemnity in this Agreement (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement.Agreement and in the event of any Loss shall seek to recover such Loss through the relevant policy of insurance (or equivalent arrangement) 15.5 16.6 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss Loss for which one party the Other Partner is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 Subject to Clause 15.2, and 15.3, if a Partner Partner(s) (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the any Services Contract as a consequence of any act or omission of another Partner Partner(s) (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement including any Scheme Specification or the Services relevant Service Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 Clause 15.1 will shall only apply to the extent that the acts or omissions of the Other Partner Partner(s) contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner Partner(s) acting in accordance with the instructions or requests of the First Partner or the Partnership Joint Adult Commissioning Board. 15.3 If any third party makes a claim or intimates an intention to make a claim against either a Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 15 the Partner that may claim against the other indemnifying Partner will: 15.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 Each Partner The Partners shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this AgreementAgreement including, where relevant, in relation to the exercise of delegated Functions of the other Partners. 15.5 Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.

LIABILITIES AND INSURANCE AND INDEMNITY. 15.1 1. Subject to Clause 15.216.2, and 15.316.3, if a Partner (“First Partner”) incurs a Loss arising out of or in connection with this Agreement or the Services Contract as a consequence of any act or omission of another Partner (“Other Partner”) which constitutes negligence, fraud or a breach of contract in relation to this Agreement or the Services Contract then the Other Partner shall be liable to the First Partner for that Loss and shall indemnify the First Partner accordingly. 15.2 2. Clause 15.1 will 16.1 shall only apply to the extent that the acts or omissions of the Other Partner contributed to the relevant Loss. Furthermore, it shall not apply if such act or omission occurred as a consequence of the Other Partner acting in accordance with the instructions or requests of the First Partner or the Partnership Health & Wellbeing Board. 15.3 3. If any third party makes a claim or intimates an intention to make a claim against either Partner, which may reasonably be considered as likely to give rise to liability under this Clause 15, 16. the Partner that may claim against the other indemnifying Partner will: 15.3.1 14.3.1 as soon as reasonably practicable give written notice of that matter to the Other Partner specifying in reasonable detail the nature of the relevant claim; 15.3.2 14.3.2 not make any admission of liability, agreement or compromise in relation to the relevant claim without the prior written consent of the Other Partner (such consent not to be unreasonably conditioned, withheld or delayed); 15.3.3 14.3.3 give the Other Partner and its professional advisers reasonable access to its premises and personnel and to any relevant assets, accounts, documents and records within its power or control so as to enable the Indemnifying Partner and its professional advisers to examine such premises, assets, accounts, documents and records and to take copies at their own expense for the purpose of assessing the merits of, and if necessary defending, the relevant claim. 15.4 4. Each Partner shall ensure that they maintain policies of insurance (or equivalent arrangements through schemes operated by the National Health Service Litigation Authority) in respect of all potential liabilities arising from this Agreement. 15.5 5. Each Partner shall always at all times take all reasonable steps to minimise and mitigate any loss for which one party is entitled to bring a claim against the other pursuant to this Agreement.