Common use of Liability and Indemnities Clause in Contracts

Liability and Indemnities. ‌ 21.1 To the maximum extent permitted by law, the Supplier is liable for and must indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) from and against any and all Liabilities: (a) relating to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. ‌ 21.1 To the maximum fullest extent permitted by law, none of the General Partner, the Limited Partner, STOKR or any of their respective Affiliates, members, partners, officers, employees and legal representatives of any of them, including persons formerly serving in such capacities (each, an "Indemnified Party") will be liable to any Investor, Limited Partner or the Issuer for any costs, losses, claims, damages, liabilities, expenses (including reasonable legal and other professional fees and disbursements), judgments, fines or settlements (collectively, "Indemnified Losses") arising out of, related to or in connection with any act or omission of such Indemnified Party taken, or omitted to be taken, in connection with the Issuer and/or the Offering, except in the case any Indemnified Losses arising out of any act or omission directly attributable to fraud, gross negligence, wilful misconduct, bad faith, reckless disregard for its obligations and duties, being a "Material Misconduct". Any Indemnified Party may consult with counsels, accountants, lawyers, financial advisors, appraisers and other specialised, reputable, professional consultants in respect of affairs of the Issuer and the Offering and be fully protected and justified in any action or inaction that is taken in accordance with the advice or opinion of such persons. To the fullest extent permitted by law, the Supplier is liable for and must Issuer will indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) Party from and against any and all Liabilities: (a) relating to Indemnified Losses suffered or sustained by such Indemnified Party by reason of any loss of use act, omission or alleged act or omission arising out of, destruction or damage related to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with the Issuer or the Offering, or any negligent and all claims, demands, actions, suits or unlawful act proceedings (civil, criminal, administrative or omission investigative, which includes formal and informal inquiries in connection with the Issuer's activity), actual or threatened, in which an Indemnified Party may be involved, as a party or otherwise, arising out of, related to or in connection with such Indemnified Party's service to or on behalf of, or management of the Supplier affairs or assets of, the SupplierIssuer, or which relate to the Issuer ("Proceedings") except for any Indemnified Losses that are directly attributable to Material Misconduct. The termination of a Proceeding by settlement, will not, of itself, create a presumption that such Indemnified Party's Personnel acts, omissions or breach alleged acts or omissions were directly attributable to Material Misconduct of this Agreement such Indemnified Party. Expenses (including legal and other professional fees and disbursements) incurred in any Proceeding may, with the consent of the General Partner, be paid by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission Issuer in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such Indemnified Parties or breach of this Agreement Party to repay such amount if it will ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Principal caused or contributed to the LiabilityIssuer as authorised hereunder. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier or any of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. ‌ 21.1 To the maximum extent permitted 14.1. We will not be liable to you for any actions, claims, demands, liabilities, proceedings, costs, fees, charges, losses, expenses, settlements, taxes, duties, levies, damages and liabilities of every description (including without limitation legal fees, accountant’s fees, interest, fines and penalties) whether actual or future (Loss), which may be sustained or incurred by lawor asserted against you in connection with these Agreement unless such Loss has been proved to directly arise from our gross negligence, the Supplier is willful misconduct or fraud. In no event shall we be liable for any indirect, consequential or special loss, howsoever arising. 14.2. We shall be released from liability pursuant to this clause 12 to the extent that your Loss is incurred as a result of gross negligence, willful misconduct or fraud on your own behalf or, where relevant, on behalf of any of your employees, officers, agents or other authorised persons. Except as otherwise expressly stated herein, we shall not be responsible for Loss resulting from an act or omission of any third party, whether or not appointed by us, which is beyond our control and must shall not be obliged to request such third party to comply with its obligations but undertake to provide reasonable assistance to you in doing so. 14.3. You as principal obligor and as a separate and independent obligation and liability from your obligations and liabilities hereunder, undertake to indemnify and hold harmless the Principalus, the Principal’s Personnel, each Group Member any of our affiliates and each of their Personnel directors, officers, employees, financiers, auditors, partners, agents or advisers (Indemnified PartiesParty) from and within three (3) Business Days of demand against any and all Liabilities: (a) relating to Loss, which may be sustained or incurred by or asserted against any loss of use Indemnified Party arising out of, destruction in connection with, or damage to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating toas a result of: (i) any illness, injury, occupational disease or death breach of any person; orwarranties and representations hereunder; (ii) any infringement or alleged infringement the occurrence of the Intellectual Property Rights an Event of any personDefault; (ciii) relating to investigating any Claims brought against the event which an Indemnified Parties by any third party; andParty reasonably believes is an Event of Default; (div) relating acting or relying on any notice, request, information or instruction which an Indemnified Party reasonably believes to any non-compliance be genuine, correct and appropriately authorised by you; (v) performance of our obligations or exercise of our rights under this Agreement; (vi) the Supplier or the Supplier's Personnel withprovision by us of, or infringement use by you of, the Services agreed to be provided by us to you under this Agreement; (vii) any Laws applicable to the Goods and/or Services, that regulatory or investigative inquiries or information subpoenas which arise out of or in connection with any negligent the activities contemplated by this Agreement; (viii) access to, or unlawful act or omission use by you of the Supplier dedicated electronic systems through which we provide the Services or the Supplier's Personnel data distributed by us to you under this Agreement, in which all intellectual property rights are property of ours or breach our licensor(s); (ix) the entry into and performance of any agreements with third parties pursuant to these Agreement; (x) any action taken by a third party to gain control of cash or Financial Instruments governed by this Agreement; (xi) any obligation or liability being or becoming unenforceable, invalid or illegal or not being recoverable for any other reason whatsoever; (xii) the exercise or purported exercise of any of the rights, powers, authorities or discretions vested in an Indemnified Party under this Agreement or by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier:law; (axiii) for taking, holding, protecting, perfecting, preserving or enforcing (or attempting to do so) the indemnity, guarantee, security or any liability other right or interest constituted by these Agreement or defending successfully against any claims of fraud, negligence or wilful default; (xiv) any actual or prospective claim, litigation, investigation or proceeding relating to any illnessof the foregoing, injurywhether based on contract, occupational disease tort or death any other theory and regardless of whether any person;Indemnified Party is a party thereto; or (bxv) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) receiving or recovering any amount in respect of any of your obligations in a breach currency other than that in which such amount was payable, whether pursuant to a judgment of a Party's obligations under this Agreement relating to Intellectual Property Rights any court or confidentiality; (d) any statutory fine payable by the Principal otherwise, save where such Loss is incurred as a result of a breach of applicable work health and safety requirements the gross negligence, fraud or environmental requirements under law by the Supplier or any willful default on behalf of the Supplier's Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claimrelevant Indemnified Party. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.

Liability and Indemnities. ‌ 21.1 To 11.1 Each Party shall promptly notify the maximum extent permitted by lawother, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively “Actions”), asserted or threatened against such Party (the “Aggrieved Party”) for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the Supplier is liable for other Party shall reasonably cooperate with and must provide such reasonable assistance to such Aggrieved Party as such Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information shall be treated in accordance with the provisions of Section 7 hereof. 11.2 A▇▇▇▇▇ hereby agrees to defend, indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member NxStage and each of its Affiliates and their Personnel (Indemnified Parties) respective officers, directors and employees from and against any Third Party liability, claims, loss, damage, costs and all Liabilities: expenses (aincluding reasonable legal fees) relating (each a “Liability”) to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) the extent arising out of any Claims by any person against any of the Indemnified Parties relating to: from (i) any illnessA▇▇▇▇▇’ negligence or wilful misconduct, injury, occupational disease or death of any person; or (ii) the use, application, storage, marketing, distribution or sale of Product, except, in any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel withcase, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the such Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a NxStage’s wilful misconduct, negligence or material breach of applicable work health this Agreement. 11.3 NxStage hereby agrees to defend, indemnify and safety requirements hold harmless A▇▇▇▇▇ and each of its Affiliates and their respective officers, directors, and employees from and against any Third Party Liability to the extent arising from (i) NxStage’s negligence or environmental requirements under law by wilful misconduct, or (ii) NxStage’s failure to Manufacture Product meeting the Supplier or Specifications, except, in any of the Supplier's Personnel; or (e) case, to the extent that the loss such Liability arises as a result of A▇▇▇▇▇’ wilful misconduct, negligence or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligations, the terms of the policy of insurance or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination material breach of this Agreement. It is not necessary for any . 11.4 No indemnity may be claimed by or given to the Party seeking to rely on such indemnity: 11.4.1 unless the Party claiming indemnity shall have notified the other Party of the Indemnified Parties relevant potential Liability promptly upon becoming aware of such potential Liability except to incur expense the extent the failure to provide such notice does not prejudice the indemnifying Party’s ability to defend or make payment before enforcing a contest any suit or claim relating to such potential Liability, 11.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed, and 11.4.3 unless the Party seeking indemnification has allowed the indemnifying Party to assume full control of all proceedings in relation to any such potential Liability within [ * ] of having been given notice of such proceedings; provided, that (i) the Party seeking indemnification shall have the right to appoint independent counsel at its own cost to participate therein and (ii) no compromise or settlement may be effected by the indemnifying Party without the prior written consent of indemnity conferred by this clausethe other Party, which shall not be unreasonably withheld or delayed. 21.5 Every exemption, limitation, defence, immunity, indemnity 11.5 The Party seeking indemnification shall cooperate fully with the indemnifying Party and its legal representatives in the investigation and defense of any action or other benefit contained in this Agreement or otherwise claim with respect to which the Principal or a Group Member indemnification is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnelsought hereunder.

Liability and Indemnities. ‌ 21.1 20.1 To the maximum extent permitted by lawLaw, the Supplier is liable for and must indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member and each of their Personnel (Indemnified Parties) from and against any and all Liabilities: (a) relating to any loss of use of, destruction or damage to any property of any kind whatsoever, including that of any third party; (b) arising out of any Claims by any person against any of the Indemnified Parties relating toto any: (i) any illness, injury, occupational disease or death of any person; or; (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; or (iii) unauthorised disclosure of Confidential Information; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier under this Agreement or the Supplier's Personnel or breach of this Agreement by the Supplier or the Supplier’s Personnel, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the an Indemnified Parties Party or breach of this Agreement by the Principal or the Principal’s Personnel caused or contributed to the Liabilityliability. 21.2 20.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.320.3 and to the extent permitted by Law, neither Party will be liable to the other for any Excluded Loss. 21.3 20.3 The limitation set out in clause 21.2 will 20.2 does not apply to limit, or in any way restrict the liability of the Suppliereither Party: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) in respect of any statutory fine payable by the Principal a Party as a result of a breach of applicable work health and safety requirements or environmental requirements under law Law by the Supplier other Party or any of the Supplier's other Party’s Personnel; or (e) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's that Party’s failure to comply with its insurance obligations, obligations or the terms of the policy of insurance or if it fails to diligently pursue a claimclaim under a policy of insurance. 21.4 These 20.4 The indemnities in clause 20.1 are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clauseclause 20. 21.5 20.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be is held by the Principal as trustee for the benefit of, and will extend extends to protect, each of the Principal’s, and each Group Member’s ’s, Personnel.

Liability and Indemnities. ‌ 21.1 To 10.1 Each Party shall promptly notify the maximum extent permitted by lawother, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), asserted or threatened against such Party (the "Aggrieved Party") for which such Party is entitled to indemnification hereunder from the other Party. With respect to any such Action, the Supplier is liable for other Party shall reasonably cooperate with and must provide reasonable assistance to the Aggrieved Party as the Aggrieved Party may reasonably request. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Aggrieved Party may reasonably request; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 6 hereof. 10.2 Xanodyne hereby agrees to defend, indemnify and hold harmless the Principal, the Principal’s Personnel, each Group Member Manufacturer and each of its Affiliates and their Personnel (Indemnified Parties) respective officers, director and employees from and against any and all Liabilities: liabilities, claims, costs, expenses (a) relating to any including reasonable legal fees), loss of use of, destruction or damage (each a "Liability") to any property of any kind whatsoever, including that of any third party; (b) the extent arising out of any Claims by any person against any of the Indemnified Parties relating to: from (i) any illnessthe, injurymarketing, occupational disease distribution, sale or death use of any person; or Product, or (ii) Xanodyne's material breach of its representations, warranties or covenants under this Agreement or the Quality Agreement, (iii) any infringement proceedings instituted by or alleged infringement on behalf of a Third Party based upon a claim that the manufacture, use or sales of the Products infringes a Third Parry's Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel withRights, or infringement ofexcept, any Laws applicable in each case, to the Goods and/or Services, extent that arise out of or in connection with any negligent or unlawful act or omission such Liability arises as a result of the Supplier or the Supplier's Personnel or breach of this Agreement or the Quality Agreement by the SupplierManufacturer, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately in each case, to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding anything in this Agreement to the contrary but subject to clause 21.3, neither Party will be liable to the other for any Excluded Loss. 21.3 The limitation set out in clause 21.2 will not apply to limit, or in any way restrict the such liability of the Supplier: (a) for any liability relating to any illness, injury, occupational disease or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (c) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentiality; (d) any statutory fine payable by the Principal as a result of a breach the negligence or wilful misconduct of applicable work health Manufacturer, its Affiliates or their respective employees, agents, or contractors.. 10.3 Manufacturer hereby agrees to defend, indemnify and safety requirements or environmental requirements under law by the Supplier or hold harmless Xanodyne and each of its Affiliates and their respective officers, directors, and employees from and against any of the Supplier's Personnel; or (e) Liabilities to the extent that the loss arising from (i) Manufacturer's breach of its representations, warranties or liability is recoverable covenants under a policy of insurance required to be effected or maintained pursuant to this Agreement or would the Quality Agreement or (ii) the negligence or wilful misconduct of Manufacturer, its affiliates or their respective employees, agents, or contractors. 10.4 No indemnity may be claimed by or given to the Party seeking to rely on such indemnity: 10.4.1 unless the Party claiming indemnity shall have been recoverable but for notified the Supplier's other Party of the relevant potential Liability upon becoming aware of such potential Liability except to the extent the failure to comply with its insurance obligations, provide such notice does not prejudice the terms indemnifying Party's ability to defend or contest any suit or claim relating to such potential Liability, 10.4.2 where the Party seeking indemnification has made any offer or any settlement without the prior written consent of the policy of insurance indemnifying Party, which consent shall not be unreasonably withheld or if it fails to diligently pursue a claim. 21.4 These indemnities are a continuing obligationdelayed, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.and

Liability and Indemnities. ‌ 21.1 To the maximum extent permitted by law, the Supplier (a) The Vendor is liable for and must indemnify and hold harmless the Principaland indemnify on demand Whittens, the Principal’s its Personnel, each Group Member and each of their Personnel (Indemnified Parties) its Related Bodies Corporate, from and against any and all Liabilities: (a) relating to any loss of use ofsuits, destruction actions or damage to any property administrative proceedings, claims, demands, losses, damages, defects and costs and expenses of any kind whatsoevernature, including that legal fees and expenses, arising in any manner out of or in any way in connection with the acts or omissions of the Vendor or its Personnel under or in connection with the provision of the Goods or Services or this Agreement (including the infringement of any third party;’s Intellectual Property Rights), whether or not the acts or omissions are in tort (including negligence), breach of contract or otherwise regarding this Agreement, except to the extent that the loss is caused by the negligence, acts or omissions of Whittens or its Personnel. (b) arising out of any Claims by any person against any of the Indemnified Parties relating to: (i) any illness, injury, occupational disease or death of any person; or (ii) any infringement or alleged infringement of the Intellectual Property Rights of any person; (c) relating to any Claims brought against the Indemnified Parties by any third party; and (d) relating to any non-compliance by the Supplier or the Supplier's Personnel with, or infringement of, any Laws applicable to the Goods and/or Services, that arise out of or in connection with any negligent or unlawful act or omission of the Supplier or the Supplier's Personnel or breach of this Agreement by the Supplier, except that the Supplier's liability to the Indemnified Parties shall be reduced proportionately to the extent that any negligent or unlawful act or omission of the Indemnified Parties or breach of this Agreement by the Principal caused or contributed to the Liability. 21.2 Notwithstanding Despite anything in this Agreement to the contrary contrary, but subject to clause 21.322(c), neither Party will be liable to the other for any Excluded Loss. 21.3 (c) The limitation set out exclusion of liability in clause 21.2 will 22(b) does not apply in relation to limit, or in any way restrict the liability of the SupplierVendor: (ai) for any liability relating to any illness, injury, occupational disease in respect of the injury or death of any person; (b) if the Liability arises from the infringement of the Intellectual Property Rights of a third party; (cii) in respect of a breach of a Party's obligations under this Agreement relating to Intellectual Property Rights or confidentialityany Third Party Claims; (diii) in respect of any statutory fine payable by Employee Claims; (iv) for any act or omission of fraud, criminal act, dishonesty, wilful misconduct or misrepresentation of the Principal as a result of a breach of applicable work health and safety requirements or environmental requirements under law by the Supplier Vendor or any of its Personnel; (v) for any penalty imposed for breach of Legislation or licence in connection with the Supplier's Personnelsupply of the Goods or Services by the Vendor; (vi) for breach of clauses 23, 24, or 30; (vii) for any loss arising from an occurrence which should be covered by a policy of insurance in the name of the Vendor required under this Agreement; or (eviii) to the extent that the loss or liability is recoverable under a policy of insurance required to be effected or maintained pursuant to this Agreement or would have been recoverable but for the Supplier's failure to comply with its insurance obligationswhich, by law, the terms of the policy of insurance or if it fails to diligently pursue a claimVendor cannot contract out of. 21.4 These indemnities are a continuing obligation, separate and independent from the other obligations of the Parties and survive termination of this Agreement. It is not necessary for any of the Indemnified Parties to incur expense or make payment before enforcing a right of indemnity conferred by this clause. 21.5 Every exemption, limitation, defence, immunity, indemnity or other benefit contained in this Agreement or otherwise to which the Principal or a Group Member is entitled will be held by the Principal as trustee for the benefit of, and will extend to protect, each of the Principal’s, and each Group Member’s Personnel.