INDEMNITIES, LIABILITY AND INSURANCE Sample Clauses

INDEMNITIES, LIABILITY AND INSURANCE. 37. IPR INDEMNITY

INDEMNITIES, LIABILITY AND INSURANCE. This section I contains the indemnities that the Parties are providing to each other, the limits on their liability and the insurance requirements for the Contractor.

INDEMNITIES, LIABILITY AND INSURANCE. IPR INDEMNITY33 The Service Provider shall at all times, during and after the Term, on written demand indemnify the Customer and keep the Customer indemnified against all losses, damages, costs or expenses and other liabilities (including legal fees) incurred by, awarded against or (subject to clause 96.4) agreed to be paid by the Customer arising from an IPR Claim. The Customer agrees that: it will notify the Service Provider in writing of any IPR Claim; (subject to the Service Provider complying with clause 97) it will allow the Service Provider to conduct all negotiations and proceedings and will provide the Service Provider with such reasonable assistance required by the Service Provider, each at the Service Provider's cost, regarding the IPR Claim; and it will not, without first consulting and reaching agreement with the Service Provider, make an admission relating to the IPR Claim. it will not, without the agreement of the Service Provider, (such agreement not to be unreasonably withheld or delayed) agree to pay any sum relating to the IPR Claim. The Service Provider shall consider and defend the IPR Claim diligently using competent counsel and in such a way as not to bring the reputation of the Customer into disrepute. Save where the Service Provider has fulfilled its obligations under clause 99, the Service Provider shall not settle or compromise any IPR Claim without the Customer Relationship Manager’s prior written consent (not to be unreasonably withheld or delayed). If an IPR Claim is made, or the Service Provider anticipates that an IPR Claim might be made, the Service Provider shall, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Services or the ICT Environment; there is no additional cost to the Customer; and the terms of the Agreement shall apply to the replaced or modified Services. If the Service Provider elects to modify or replace an item pursuant to clause 99.1 or to procure a licence in accordance with clause 99.2, but this has not avoided or resolved the IPR Claim, then the Customer may terminate this Agreement by written notice...

INDEMNITIES, LIABILITY AND INSURANCE. 18.1 The following shall apply to insurance: (a) The Partners shall, so far as is possible at reasonable cost and allowable by law or guidance, agree and effect appropriate insurance arrangements in respect of all potential liabilities arising from the Partnership Arrangements. (b) In the case of the CCG it may effect, through the National Health Service Litigation Authority, alternative arrangements in respect of NHS schemes in lieu of commercial insurance including maintaining membership of the Liabilities to Third Parties Scheme or equivalent and the Clinical Negligence Scheme for Trusts or such other scheme as may be operated from time to time by the National Health Service Litigation Authority. (c) In the case of the Council, the Council shall maintain such insurance as it considers appropriate, including self-insurance where applicable or relevant. (d) The obligations in this Clause shall apply to insurance (or equivalent) arrangements during the Term and after the date of determination of this Agreement in respect of any events acts or omissions arising prior to such determination. (e) The Partners in consultation with their insurers (or the National Health Service Litigation Authority as appropriate) may agree from time to time common policies and protocols for the handling of claims covered by the Partners' insurance arrangements (or equivalent) in respect of the Partnership Arrangements and in such event such policies and protocols shall be followed by the Partners. 18.2 Each Partner ( the "First Partner") will notify the other in the event that they are or become aware of any potential Liabilities whether arising directly or indirectly from any events acts or omissions in relation to the First Partner's Relevant Functions or not, occurring prior to the Commencement Date. 18.4 Subject to Clause 18.8 and Clauses 6.3 and 6.4, and without prejudice to the primary liability of each Partner for its Relevant Functions, preserved by Section 75 (5)(a) and (b) of the 2006 Act, each Partner (the “Indemnifying Partner”) hereby agrees to indemnify the other against any Liabilities and Employment Liabilities arising as a result of any breach of contract, act or omission by the Indemnifying Partner or its/their employees, contractors or agents save to the extent that such liability shall arise out of any breach of contract act or omission of the other Partner or its employees, contractors or agents in accordance with the following provisions: (a) The liability...

INDEMNITIES, LIABILITY AND INSURANCE. 14.1 Nothing in this Agreement shall affect: 14.1.1 the liability of the CCG to the Service Users in respect of the CCG Functions; or 14.1.2 the liability of the Council to the Service Users in respect of the Council Functions. 14.2 Each Party (the “First Party”) shall indemnify and keep indemnified the other Party (the “Second Party”) and its officers, employees and agents against any damages, costs, liabilities, losses, claims or proceedings whatsoever, arising in respect of: 14.2.1 any damage to property (real or personal) including, but not limited to, any infringement of third party intellectual property, including patents, copyrights and registered designs; 14.2.2 any death or personal injury; 14.2.3 any fraudulent or dishonest act of employees; 14.2.4 any Service User complaint or investigation by the Parliamentary and Health Service Ombudsman or the Local Government Ombudsman or any similar entity, arising out of or in connection with the Agreement, to the extent that such damages, costs, liabilities, losses, claims or proceedings shall be due directly or indirectly to any negligent act or omission, any breach of this Agreement or any breach of statutory duty by the First Party, its officers employees or

INDEMNITIES, LIABILITY AND INSURANCE. 9.1. This agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Consultancy shall be fully responsible for the payment of all remuneration payable to and any benefits provided for the Consultancy Personnel and/or any Substitute under his or her contract of employment or otherwise, including any National Insurance, income tax and any other form of taxation or social security cost in respect of his or her remuneration or benefits. The Consultancy shall indemnify and keep indemnified the Agency against any liability, loss, damage, cost, claim or expense the Agency suffers or incurs as a result of any claims against the Agency for such sums and other claims arising out of the Consultancy Personnel and/or any Substitute being found to be an employee of the Agency or the Client (including, without limitation, any claims against the Agency for any National Insurance, income tax and other contributions required by law to be paid in respect of any payments made to the Consultancy under this agreement). 9.2. Without prejudice to the indemnity in clause 9.1, if, for any reason, the Agency shall become liable to pay, or shall pay, any such taxes or other payments as referred to in clause 9.1, the Agency shall be entitled to deduct from any amounts payable to the Consultancy all amounts so paid or required to be paid by the Agency and, to the extent that any amount of taxes paid or required to be paid by the Consultancy shall exceed the amounts payable by the Agency to the Consultancy, the Consultancy shall indemnify the Agency in respect of such liability and shall, upon demand, forthwith reimburse the Agency such excess. 9.3. The Consultancy shall indemnify and keep indemnified the Agency against any liability, loss, damage, cost, claim or expense the Agency suffers or incurs in respect of the Consultancy’s performance (or non- performance) of the Services including in respect of, but not restricted to, any act, neglect or default of the Consultancy, the Consultancy Personnel, any Substitute or other person authorised by the Consultancy to act on its behalf. 9.4. The Consultancy shall be responsible for any loss, liability or costs (including reasonable legal costs) incurred by the Agency or the Client in connection with the provision of the Services by the Consultancy. The Consultancy shall, accordingly, take out and maintain, at its own cost, a full and comprehensive policy of insurance with a reputable in...

INDEMNITIES, LIABILITY AND INSURANCE. 35 INDEMNITIES Performance/Non-performance of Obligations

INDEMNITIES, LIABILITY AND INSURANCE. Indemnities The Supplier shall indemnify the Authority against all claims, proceedings, actions, damages, costs, expenses and other liabilities which may arise out of, or in consequence of, the supply of the Deliverables or the performance or non-performance by the Supplier of its obligations under the Contract, including in respect of any death or Personal Injury and Loss of Property (including GFA). The Supplier shall not be responsible for any injury, loss, damage, cost or expense referred to in Clause 35.1 if and to the extent that it is caused by the negligence or wilful misconduct of the Authority or by breach by the Authority of its obligations under the Contract.

INDEMNITIES, LIABILITY AND INSURANCE. 35 INDEMNITIES‌