Common use of LIMITATION OF LIABILITY AND INSURANCE Clause in Contracts

LIMITATION OF LIABILITY AND INSURANCE. 7.1 Nothing in this Agreement shall limit or exclude a Party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors or anyone within its reasonable control. Neither Party shall be liable to the other Party under or in connection with this Agreement for any loss of income, loss of actual or anticipated profits, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or for breach of contract, delict (including negligence), breach of statutory duty, indemnity or otherwise. 7.2 The Authority accepts no liability for any damage to the Equipment, except where any damage occurs as a result of a negligent or deliberate act of the Authority. In that case the Authority’s liability will be limited to the Annual Fee payable by the Supplier to the Authority relating to the Equipment installed on the Asset or Assets. 7.3 The Supplier shall make good any damage caused to any Assets by reason of any act or omission or default by the Supplier, or any third party for whom the Supplier is responsible at law arising out of the Supplier’s Permitted Use or any other use of the Assets. 7.4 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law in respect of any loss, injury or damage whatsoever arising out of or in the course or caused by the supply of the Services in accordance with this Framework Agreement and/or an Order, to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Supplier, his servants or agents except to the extent that the same is due to any negligence on the part of the Authority. 7.5 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law, to the extent that it is attributed to any negligence, breach of statutory duty, omission or default of the Supplier or its sub-contractors, except to the extent that the same is due to any negligence on the part of the Authority. 7.6 The Supplier shall, throughout the Initial Term and any extension to the Initial Term: 7.6.1 maintain employers liability insurance in the sum of TEN MILLION POUNDS (£10,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.2 maintain public liability insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.3 maintain professional indemnity insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING and shall when reasonably requested to do so by the Authority and at least annually, produce for inspection insurance certificates to show that the above detailed insurance cover is being maintained. 7.7 All insurances must be with an insurance company registered with the Financial Conduct Authority (FCA) in the UK, or equivalent body for other EU Member States. 7.8 Any Party seeking to rely on any of the indemnities contained in this Agreement shall: 7.8.1 promptly notify the other Party of any claims and proceedings in relation to which it considers the indemnity applies; 7.8.2 take all reasonable steps to mitigate any liabilities, losses and expenses; and 7.8.3 not compromise or settle any such claim without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) and shall permit the Party giving the indemnity (at the cost in all respects of the Party giving the indemnity) to take over the control and conduct of any such claim, action or proceeding in the name of the other. 7.9 The Supplier’s liability for damage to any real or personal property shall be limited per incident or series of connected incidents to: 7.9.1 £1,000,000 (one million pounds) for damage to buildings and contents thereof in respect of any one claim or series of connected claims and shall be limited in aggregate per year to £2,000,000 (two million pounds); 7.9.2 £20,000 (twenty thousand pounds) for damage to lampposts, CCTV columns, traffic lights or any other assets not referred to in Clause 7.9.1 above for any one claim or series of connected claims and shall be limited in aggregate per year to £250,000 (two hundred thousand pounds). 7.10 This Clause 7 shall continue in force after the termination or expiry of this Agreement.

LIMITATION OF LIABILITY AND INSURANCE. 7.1 8.1 Nothing in this Agreement Licence shall limit or exclude a Party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors or anyone within its reasonable control. Neither Party shall be liable to the other Party under or in connection with this Agreement Licence for any loss of income, loss of actual or anticipated profits, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or for breach of contract, delict (including negligence), breach of statutory duty, indemnity or otherwise. 7.2 8.2 The Authority accepts no liability for any damage to the Equipment, except where any damage occurs as a result of a negligent or deliberate act of the Authority. In that case the Authority’s liability will be limited to the Annual Fee payable by replacement value of the Supplier to the Authority relating to the relevant Equipment installed on and its installation of the Asset or Assets. 7.3 8.3 The Supplier shall make good any damage caused to any Assets by reason of any act or omission or default by the Supplier, or any third party for whom the Supplier is responsible at law law, including the Nominated Third Party, arising out of the Supplier’s Permitted Use or any other use of the Assets. 7.4 8.4 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law in respect of any loss, injury or damage whatsoever arising out of or in connection with the obligations of the Supplier under the terms of the course or caused by the supply of the Services in accordance with this Framework Agreement and/or an OrderLicence, to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Supplier, his servants or agents except to the extent that the same is due to any negligence on the part of the Authority. 7.5 8.5 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law, to the extent that it is attributed to any negligence, breach of statutory duty, omission or default of the Supplier or its sub-contractors, except to the extent that the same is due to any negligence on the part of the Authority. 7.6 8.6 The Supplier shall, throughout the Initial Term and any extension to the Initial Term: 7.6.1 8.6.1 maintain employers liability insurance in the sum of TEN [ ] MILLION POUNDS (£10,000,000[ ],000,000) STERLING in respect of any one event and unlimited in the period; 7.6.2 8.6.2 maintain public liability insurance in the sum of FIVE [ ] MILLION POUNDS (£5,000,000[ ],000,000) STERLING in respect of any one event and unlimited in the period; 7.6.3 8.6.3 maintain professional indemnity insurance in the sum of FIVE [ ] MILLION POUNDS (£5,000,000[ ],000,000) STERLING and shall when reasonably requested to do so by the Authority and at least annually, produce for inspection of its operators insurance certificates to show that the above detailed insurance cover is being maintained. 7.7 8.7 All insurances must be with an insurance company registered with the Financial Conduct Authority (FCA) in the UK, or equivalent body for other EU Member Statesbody. 7.8 8.8 Any Party seeking to rely on any of the indemnities contained in this Agreement Licence shall: 7.8.1 8.8.1 promptly notify the other Party of any claims and proceedings in relation to which it considers the indemnity applies; 7.8.2 8.8.2 take all reasonable steps to mitigate any liabilities, losses and expenses; and 7.8.3 8.8.3 not compromise or settle any such claim without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) and shall permit the Party giving the indemnity (at the cost in all respects of the Party giving the indemnity) to take over the control and conduct of any such claim, action or proceeding in the name of the other. 7.9 8.9 The Supplier’s liability for damage to any real or personal property shall be limited per incident or series of connected incidents to: 7.9.1 8.9.1 [ ] MILLION POUNDS (£1,000,000 (one million pounds[ ],000,000) STERLING for damage to buildings and contents thereof in respect of any one claim or series of connected claims and shall be limited in aggregate per year to [ ] MILLION POUNDS (£2,000,000 (two million pounds)[ ],000,000) STERLING; 7.9.2 8.9.2 [ ] THOUSAND POUNDS (£20,000 (twenty thousand pounds[ ]0,000) STERLING for damage to lampposts, CCTV columns, traffic lights or any other assets not referred to in Clause 7.9.1 8.9.1 above for any one claim or series of connected claims and shall be limited in aggregate per year to [ ] HUNDRED THOUSANDING POUNDS (£250,000 (two hundred thousand pounds[ ]00,000). 7.10 This Clause 7 shall continue in force after the termination or expiry of this Agreement.

LIMITATION OF LIABILITY AND INSURANCE. 7.1 8.1 Nothing in this Agreement Licence shall limit or exclude a Party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors or anyone within its reasonable control. Neither Party shall be liable to the other Party under or in connection with this Agreement Licence for any loss of income, loss of actual or anticipated profits, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or for breach of contract, delict (including negligence), breach of statutory duty, indemnity or otherwise. 7.2 8.2 The Authority accepts no liability for any damage to the Equipment, except where any damage occurs as a result of a negligent or deliberate act of the Authority. In that case the Authority’s liability will be limited to the Annual Fee payable by replacement value of the Supplier to the Authority relating to the relevant Equipment installed on and its installation of the Asset or Assets. 7.3 8.3 The Supplier shall make good any damage caused to any Assets by reason of any act or omission or default by the Supplier, or any third party for whom the Supplier is responsible at law law, including the Nominated Third Party, arising out of the Supplier’s Permitted Use or any other use of the Assets. 7.4 8.4 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law in respect of any loss, injury or damage whatsoever arising out of or in the course or caused by the supply of the Services in accordance with this Framework Agreement and/or an OrderLicence, to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Supplier, his servants or agents except to the extent that the same is due to any negligence on the part of the Authority. 7.5 8.5 The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law, to the extent that it is attributed to any negligence, breach of statutory duty, omission or default of the Supplier or its sub-contractors, except to the extent that the same is due to any negligence on the part of the Authority. 7.6 8.6 The Supplier shall, throughout the Initial Term and any extension to the Initial Term: 7.6.1 8.6.1 maintain employers liability insurance in the sum of TEN MILLION POUNDS (£10,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.2 8.6.2 maintain public liability insurance in the sum of FIVE TEN MILLION POUNDS (£5,000,00010,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.3 8.6.3 maintain professional indemnity insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING and shall when reasonably requested to do so by the Authority and at least annually, produce for inspection of its operators insurance certificates to show that the above detailed insurance cover is being maintained. 7.7 8.7 All insurances must be with an insurance company registered with the Financial Conduct Authority (FCA) in the UK, or equivalent body for other EU Member Statesbody. 7.8 8.8 Any Party seeking to rely on any of the indemnities contained in this Agreement Licence shall: 7.8.1 8.8.1 promptly notify the other Party of any claims and proceedings in relation to which it considers the indemnity applies; 7.8.2 8.8.2 take all reasonable steps to mitigate any liabilities, losses and expenses; and 7.8.3 8.8.3 not compromise or settle any such claim without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) and shall permit the Party giving the indemnity (at the cost in all respects of the Party giving the indemnity) to take over the control and conduct of any such claim, action or proceeding in the name of the other. 7.9 8.9 The Supplier’s liability for damage to any real or personal property shall be limited per incident or series of connected incidents to: 7.9.1 8.9.1 ONE MILLION POUNDS (£1,000,000 (one million pounds1,000,000) STERLING for damage to buildings and contents thereof in respect of any one claim or series of connected claims and shall be limited in aggregate per year to TWO MILLION POUNDS (£2,000,000 (two million pounds)2,000,000) STERLING; 7.9.2 8.9.2 TWENTY THOUSAND POUNDS (£20,000 (twenty thousand pounds20,000) STERLING for damage to lampposts, CCTV columns, traffic lights or any other assets not referred to in Clause 7.9.1 8.9.1 above for any one claim or series of connected claims and shall be limited in aggregate per year to TWO HUNDRED THOUSANDING POUNDS (£250,000 (two hundred thousand pounds)200,000) STERLING. 7.10 8.10 This Clause 7 8 shall continue in force after the termination or expiry of this AgreementLicence.

LIMITATION OF LIABILITY AND INSURANCE. 7.1 Nothing in this Agreement shall limit or exclude a Party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors or anyone within its reasonable control. Neither Party shall be liable to the other Party under or in connection with this Agreement for any loss of income, loss of actual or anticipated profits, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or for breach of contract, delict (including negligence), breach of statutory duty, indemnity or otherwise. 7.2 . The Authority accepts no liability for any damage to the Equipment, except where any damage occurs as a result of a negligent or deliberate act of the Authority. In that case the Authority’s liability will be limited to the Annual Fee payable by the Supplier to the Authority relating to the Equipment installed on the Asset or Assets. 7.3 £[●]. The Supplier shall make good any damage caused to any Assets by reason of any act or omission or default by the Supplier, or any third party for whom the Supplier is responsible at law arising out of the Supplier’s Permitted Use or any other use of the Assets. 7.4 Assets by the Supplier. The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law in respect of any loss, injury or damage whatsoever arising out of or in the course or caused by the supply of the Services in accordance with this Framework Agreement and/or an Order, to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Supplier, his servants or agents except to the extent that the same is due to any negligence on the part of the Authority. 7.5 . The Supplier shall be liable for and shall indemnify the Authority against, against all claims (which shall include proceedings) brought against the Authority in its capacity as grantor under this Agreement together with any expense, liability, loss, claim associated reasonable costs and expenses arising directly from any negligent act or proceedings howsoever arising under any statute or at common law, to the extent that it is attributed to any negligence, breach of statutory duty, omission or default of by the Supplier or its sub-contractorscontractors in the exercise of the rights granted to it by this Agreement and/or the negligent use of the Asset and/or the Equipment, except to the extent that the same is due to any negligence on the part of the Authority. 7.6 . The Supplier shall, throughout the Initial Term and any extension to the Initial Term: 7.6.1 maintain employers liability insurance in the sum of TEN MILLION POUNDS (£10,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.2 maintain public liability insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.3 maintain professional indemnity insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING and shall when reasonably requested to do so by the Authority and at least annually, produce for inspection insurance certificates to show that the above detailed insurance cover is being maintained. 7.7 All insurances must be with an insurance company registered with the Financial Conduct Authority (FCA) in the UK, or equivalent body for other EU Member States. 7.8 Any Party seeking to rely on any of the indemnities contained in this Agreement shall: 7.8.1 promptly notify the other Party of any claims and proceedings in relation to which it considers the indemnity applies; 7.8.2 take all reasonable steps to mitigate any liabilities, losses and expenses; and 7.8.3 not compromise or settle any such claim without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) and shall permit the Party giving the indemnity (at the cost in all respects of the Party giving the indemnity) to take over the control and conduct of any such claim, action or proceeding in the name of the other. 7.9 The Supplier’s liability for damage to any real or personal property shall be limited per incident or series of connected incidents to: 7.9.1 £1,000,000 (one million pounds) for damage to buildings and contents thereof in respect of any one claim or series of connected claims and shall be limited in aggregate per year to £2,000,000 (two million pounds); 7.9.2 £20,000 (twenty thousand pounds) for damage to lampposts, CCTV columns, traffic lights or any other assets not referred to in Clause 7.9.1 above for any one claim or series of connected claims and shall be limited in aggregate per year to £250,000 (two hundred thousand pounds). 7.10 This Clause 7 shall continue in force after the termination or expiry of this Agreement.

LIMITATION OF LIABILITY AND INSURANCE. 7.1 Nothing in this Agreement shall limit or exclude a Party’s liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors or anyone within its reasonable control. Neither Party shall be liable to the other Party under or in connection with this Agreement for any loss of income, loss of actual or anticipated profits, loss of contracts, loss of goodwill or reputation, loss of business, loss of anticipated savings, loss of, damage to or corruption of data, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Parties and whether arising in or for breach of contract, delict (including negligence), breach of statutory duty, indemnity or otherwise. 7.2 . The Authority accepts no liability for any damage to the Equipment, except where any damage occurs as a result of a negligent or deliberate act of the Authority. In that case the Authority’s liability will be limited to £250.00 [the Annual Fee payable by the Supplier to the Authority relating to the Equipment installed on the Asset or Assets. 7.3 Fee]. The Supplier shall make good any damage caused to any Assets by reason of any act or omission or default by the Supplier, or any third party for whom the Supplier is responsible at law arising out of the Supplier’s Permitted Use or any other use of the Assets. 7.4 Assets by the Supplier. The Supplier shall be liable for and shall indemnify the Authority against, any expense, liability, loss, claim or proceedings howsoever arising under any statute or at common law in respect of any loss, injury or damage whatsoever arising out of or in the course or caused by the supply of the Services in accordance with this Framework Agreement and/or an Order, to the extent that the same is due to any negligence, breach of statutory duty, omission or default of the Supplier, his servants or agents except to the extent that the same is due to any negligence on the part of the Authority. 7.5 . The Supplier shall be liable for and shall indemnify the Authority against, against all claims arising directly from any expense, liability, loss, claim negligent act or proceedings howsoever arising under any statute or at common law, to the extent that it is attributed to any negligence, breach of statutory duty, omission or default of by the Supplier or its sub-contractorscontractors in the exercise of the rights granted to it by this Agreement and/or the negligent use of the Asset and/or the Equipment, except to the extent that the same is due to any negligence on the part of the Authority. 7.6 . The Supplier shall, throughout the Initial Term and any extension to the Initial Term: 7.6.1 maintain employers liability insurance in the sum of TEN MILLION POUNDS (£10,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.2 maintain public liability insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING in respect of any one event and unlimited in the period; 7.6.3 maintain professional indemnity insurance in the sum of FIVE MILLION POUNDS (£5,000,000) STERLING and shall when reasonably requested to do so by the Authority and at least annually, produce for inspection insurance certificates to show that the above detailed insurance cover is being maintained. 7.7 All insurances must be with an insurance company registered with the Financial Conduct Authority (FCA) in the UK, or equivalent body for other EU Member States. 7.8 Any Party seeking to rely on any of the indemnities contained in this Agreement shall: 7.8.1 promptly notify the other Party of any claims and proceedings in relation to which it considers the indemnity applies; 7.8.2 take all reasonable steps to mitigate any liabilities, losses and expenses; and 7.8.3 not compromise or settle any such claim without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) and shall permit the Party giving the indemnity (at the cost in all respects of the Party giving the indemnity) to take over the control and conduct of any such claim, action or proceeding in the name of the other. 7.9 The Supplier’s liability for damage to any real or personal property shall be limited per incident or series of connected incidents to: 7.9.1 £1,000,000 (one million pounds) for damage to buildings and contents thereof in respect of any one claim or series of connected claims and shall be limited in aggregate per year to £2,000,000 (two million pounds); 7.9.2 £20,000 (twenty thousand pounds) for damage to lampposts, CCTV columns, traffic lights or any other assets not referred to in Clause 7.9.1 above for any one claim or series of connected claims and shall be limited in aggregate per year to £250,000 (two hundred thousand pounds). 7.10 This Clause 7 shall continue in force after the termination or expiry of this Agreement.