Common use of Indemnities and Limitations of Liability Clause in Contracts

Indemnities and Limitations of Liability. 12.1 The Supplier will indemnify the Authority, its officers, and agents against all claims, demands, actions, costs and expenses (including legal costs and disbursements) which the Authority incurs as a result of any act, omission or default of the Supplier, its employees, officers, agents, sub-Suppliers, suppliers and invitees in respect of: 12.1.1 breach of the warranties in clause 11 (Warranties); 12.1.2 damage to real or personal property; and 12.1.3 injury to persons, including injury resulting in death; except in so far as, and to the extent, that the damage or injury is caused by any Authority Default. 12.2 Notwithstanding anything else in this agreement, the liability of the Supplier under or in connection with this agreement, whether arising from contract, negligence or otherwise, shall be limited as follows: 12.2.1 for loss or damage to physical property, the limit for any one or series of connected events will be £ 2 million (pounds sterling); and 12.2.2 for any other liability, the aggregate liability shall be the greater of £1 million (pounds sterling) or 300% of the Charges payable during the term of this agreement. 12.3 The amounts referred to in clause 12.2 (Indemnities and Limitations of liability) will be adjusted in the line with the changes in the Relevant Index. 12.4 Neither party shall be liable for an indirect or consequential loss or loss of profits (whether direct or indirect loss of profits). 12.5 The parties agree that the following losses are direct losses and shall not be treated as indirect or consequential losses or loss of profits for the purposes of clause 12.4 (Indemnities and limitations of liability): 12.5.1 bank charges, interest and reasonable operational and administrative costs and expenses necessarily incurred by the Authority or third parties as a result of a breach of this agreement or a negligent act or omission of the Supplier, its agents, employees or sub-contractors; 12.5.2 the cost of idle time of staff, goods and facilities of the Authority and any third parties engaged by the Authority, insofar as such costs cannot reasonably be avoided; 12.5.3 the Authority‟s reasonable and documented costs of internal and external staff (including associated expenses reasonably incurred by such staff) necessitated as a direct result of the Supplier‟s negligence or default (including, but not limited to, costs of staff providing or re-providing the Development Services which, in accordance with the agreement, should have been provided by the Supplier); 12.5.4 the Authority‟s reasonable costs of selecting and negotiating with a Supplier or Suppliers to replace the Supplier in connection with the provision of the Development Services and the difference in cost between what the Authority would have paid to the Supplier for the Development Services that the Supplier should have delivered under the agreement and what the Authority reasonably contracts to pay a replacement Supplier to provide services which are materially similar to the Development Services; and