Indemnity and insurance
15.1 The Supplier shall indemnify, and keep indemnified, Hafod from and against any losses, damages, liability, costs (including legal fees) and expenses which Hafod may suffer or incur directly or indirectly from as a result of any:
15.1.1 alleged or actual infringement by the Supplier of a third party’s Intellectual Property Rights or other rights in connection with the supply or performance or manufacture of the Deliverables under the Contract (IPR Claim);
15.1.2 claim made against Hafod in respect of any losses, damages, liability, costs and expenses sustained by the employees or agents or any customer of Hafod or any third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Deliverables or from a direct or indirect breach or negligent performance or failure or delay in performance of the Contract by the Supplier;
15.1.3 defects in materials, quality, workmanship or performance of the Deliverables.
15.2 If any IPR Claim is made or is reasonably likely to be made against Hafod, the Supplier shall promptly and at its own expense either:
15.2.1 procure for Hafod the right to continue using and possessing the relevant Intellectual Property Rights; or
15.2.2 modify or replace the infringing part of the Intellectual Property Rights and without adversely affecting the functionality of the Intellectual Property Rights as set out in the Contract so as to avoid the infringement or alleged infringement,
15.2.3 provided that if, having used reasonable endeavours, neither of the above can be accomplished on reasonable terms, the Supplier shall (without prejudice to the indemnity above) refund the price paid by Hafod in respect of the affected Intellectual Property Rights.
15.3 During the term of the Contract and for a period of 6 (six) years thereafter, the Supplier shall maintain in force the following insurance policies with reputable insurance companies:
15.3.1 public liability insurance with a limit of at least £5 million a claim;
15.3.2 employer’s liability insurance with a limit of at least £5 million for claims arising from a single event or series of related events in a single calendar year,
15.3.3 where the Supplier delivers Goods, product liability insurance with a limit of at least £5 million for claims arising from a single event or series of related events in a single calendar year; and
15.3.4 where the Supplier performs Services, professional indemnity insurance with a limit of at least £1 million for claims arising from a single event or series of related events in a single calendar year;
(the Required Insurances).
15.4 On taking out and on renewing each policy, the Supplier shall promptly send Hafod a copy of the receipt for the premium and copies of the insurance policy certificates and details of the cover provided.
15.5 The Supplier shall ensure that any subcontractors also maintain adequate insurance having regard to their obligations under the Contract.
15.6 The Supplier shall notify Hafod if any policy is (or will be) cancelled or its terms are (or will be) subject to any material change.
15.7 If, for whatever reason, the Supplier fails to give effect to and maintain the Required Insurances, Hafod may make alternative arrangements to protect its interests and may recover the costs of such arrangements from the Supplier.
15.8 The Supplier’s liabilities under the Contract shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in clause 15.3.