RFP for Appointment of Agency for Installation of Automated Teller Machine (ATM) at MSRTC’s Bus Stations
28 Signature of the tenderer/s
attributable to the Indemnifying Party's negligence or wilful default in performance or non-
performance under this Agreement. If the Indemnified Party promptly notifies Indemnifying
Party in writing of a third party claim against Indemnified Party that any Service provided
by the Indemnifying Party infringes a copyright, trade secret or patents incorporated in
India of any third party, Indemnifying Party will defend such claim at its expense and will
pay any costs or damages that may be finally awarded against Indemnified Party.
2. The indemnities set out in Clause 4.21(1) shall be subject to the following conditions:
a. the Indemnified Party as promptly as practicable informs the Indemnifying Party
in writing of the claim or proceedings and provides all relevant evidence,
documentary or otherwise;
b. the Indemnified Party shall, at the cost of the Indemnifying Party, give the
Indemnifying Party all reasonable assistance in the Defense of such claim
including reasonable access to all relevant information, documentation and
personnel provided that the Indemnified Party may, at its sole cost and expense,
reasonably participate, through its attorneys or otherwise, in such Defense;
c. if the Indemnifying Party does not assume full control over the Defense of a claim
as provided in this Article, the Indemnifying Party may participate in such
Defense at its sole cost and expense, and the Indemnified Party will have the
right to defend the claim in such manner as it may deem appropriate, and the
cost and expense of the Indemnified Party will be included in Losses;
d. the Indemnified Party shall not prejudice, pay or accept any proceedings or
claim, or compromise any proceedings or claim, without the written consent of
the Indemnifying Party;
e. all settlements of claims subject to indemnification under this Clause will:
i. be entered into only with the consent of the Indemnified Party, which
consent will not be unreasonably withheld and include an unconditional
release to the Indemnified Party from the claimant or plaintiff for all liability
in respect of such claim; and
ii. include any appropriate confidentiality agreement prohibiting disclosure of
the terms of such settlement;
f. the Indemnified Party shall account to the Indemnifying Party for all awards,
settlements, damages and costs (if any) finally awarded in favour of the
Indemnified Party which are to be paid to it in connection with any such claim or
proceedings;
g. the Indemnified Party shall take steps that the Indemnifying Party may
reasonably require to mitigate or reduce its loss as a result of such a claim or
proceedings;
h. in the event that the Indemnifying Party is obligated to indemnify an Indemnified
Party pursuant to this Article, the Indemnifying Party will, upon payment of such
indemnity in full, be subrogated to all rights and defenses of the Indemnified
Party with respect to the claims to which such indemnification relates; and
i. if a Party makes a claim under the indemnity of any particular Loss or Losses,
then that Party shall not be entitled to make any further claim in respect of that
Loss or Losses (including any claim for damages).
j. The liability of Implementation Agency (whether in contract, tort, negligence,
strict liability in tort, by statute or otherwise) for any claim in any manner
related to this Agreement, including the work, deliverables or Services covered
by this Agreement, shall be the payment of direct damages only which shall in no
event in the aggregate exceed the total value of the contract under this
Agreement. The liability cap shall not be applicable to the indemnification