Without prejudice to the other provisions of the Subcontract, whenever the Main Contract provides for indemnities from the CONTRACTOR and/or the SUBCONTRACTOR to the benefit of the COMPANY, the SUBCONTRACTOR shall, in respect of the Subcontract Works, hold harmless and indemnify the CONTRACTOR and the COMPANY in the terms set forth in the Main Contract, mutatis mutandis.
The SUBCONTRACTOR shall indemnify, defend and hold harmless the CONTRACTOR and its affiliates and other subcontractors (other than the SUBCONTRACTOR, its employees, agents, subcontractors and affiliates) and its or their respective shareholders, directors, officers or employees (collectively the CONTRACTOR Parties) from and against all liabilities of and/or claims made against or suffered by the CONTRACTOR or any of the CONTRACTOR Parties in relation to:
any loss of or damage to physical property of the CONTRACTOR Parties or any third parties (other than forming part of the Subcontract Works) or death or injury to third parties, resulting from any act or omission, breach of contract or statutory duty of the SUBCONTRACTOR (or its affiliates and sub-subcontractors and its or their respective shareholders, directors, officers or staff (including contracted or agency personnel) (collectively the SUBCONTRACTOR Parties)) or that arises out of or is in any manner connected with the performance of the Subcontract by the SUBCONTRACTOR or the SUBCONTRACTOR Parties;
any death or injury in respect of any member of the SUBCONTRACTOR Parties;
failure to comply with any laws of the Country or any laws relating to the SUBCONTRACTOR’s performance of the Subcontract Works;
any loss or damage in respect of any Materials, Plant, SUBCONTRACTOR’s Equipment, and tools and consumables;
any loss or damage in respect of any improper or unauthorized use by the SUBCONTRACTOR of any means of communication or access, or any failure by the SUBCONTRACTOR to maintain such means of communication or access;
any loss of or damage to the Subcontract Works that have been used by the CONTRACTOR and caused by (i) the carrying out of the Subcontract Works not yet used by the CONTRACTOR, (ii) any defect or non-compliance in the Subcontract Works not used by the CONTRACTOR, or (iii) any act or omission, breach of the Subcontract or breach of statutory duty by the SUBCONTRACTOR; and (See Particular Terms and Conditions Appendix P)
any claim brought against the COMPANY or the CONTRACTOR Parties (other than the CONTRACTOR) if it is proven that the damage has been caused or contributed by an act or omission of the SUBCONTRACTOR Parties;
The SUBCONTRACTOR shall be promptly notified by the CONTRACTOR if it has knowledge of any actual or contemplated claim under Clause 20.2 made or proposed to be made against the CONTRACTOR or the CONTRACTOR Parties. The SUBCONTRACTOR shall, if so requested by the CONTRACTOR and subject to Clause 20.4, conduct negotiations at its own cost for the settlement of such claim and any proceedings that may arise therefrom. The CONTRACTOR shall not, and shall procure that the CONTRACTOR Parties shall not, make any admission which might be prejudicial to the SUBCONTRACTOR unless the SUBCONTRACTOR has failed to take over the conduct of the negotiations or proceedings within a reasonable time after having been requested so to do by the CONTRACTOR in connection with any such claim.
The conduct by the SUBCONTRACTOR of such negotiations or proceedings shall be conditioned upon (i) the SUBCONTRACTOR having first given to the CONTRACTOR such reasonable security as shall from time to time be required by the CONTRACTOR to cover the amount ascertained or agreed or estimated, as the case may be, of any compensation, damages, costs, charges and expenses for which the CONTRACTOR may become liable and (ii) the SUBCONTRACTOR providing the CONTRACTOR with copies of all documents and submissions relating to the negotiations or litigation prior to submission by the SUBCONTRACTOR to any third party and shall take into account the CONTRACTOR’s reasonable comments on any such documents prior to such submission. The CONTRACTOR shall, at the request of the SUBCONTRACTOR, provide all reasonably available assistance for the purpose of contesting any such claim or action and shall be repaid all reasonable costs (including legal costs) incurred in so doing.
The SUBCONTRACTOR shall (i) settle (subject to having obtained prior written consent from the CONTRACTOR) or defend the claim or any suit or proceeding and pay all damages and costs awarded in it against the CONTRACTOR; and where applicable (ii) modify or replace the relevant part of the Subcontract Works such that it no longer gives rise to any breach or violation of any laws of the Country.