Project Co indemnities to Board
8.1 Project Co shall indemnify and keep the Board indemnified at all times from and against all Direct Losses sustained by the Board in consequence of:
(a) any claim for, or in respect of, the death and/or personal injury of any employee of, or person engaged by, Project Co or any Project Co Party notwithstanding any act or omission of the Board or any Board Party;14
(b) any claim for, or in respect of, the death and/or personal injury of any third party (other than a person referred to in Clause 8.2(a) (Board Party employees)) arising out of, or in the course of, the Project Operations, save to the extent caused (or contributed to) by any Unreasonable Act by the Board or any Board Party, breach of any express provision of this Agreement by the Board or any Board Party or any deliberate act or omission of the Board or any Board Party;15
(c) any physical loss of or damage to Board Assets arising by reason of any act or omission of Project Co or any Project Co Party, save to the extent that such loss or damage arises out of the breach of any express provision of this Agreement by the Board or any Board Party or any deliberate act or omission of the Board or any Board Party; and16
(d) any loss of or damage to property or assets of any third party arising by reason of any act or omission of Project Co or any Project Co Party, save to the extent that such loss or damage arises out of the breach of any express provision of this Agreement by the Board or any Board Party or any deliberate act or omission of the Board or any Board Party.17
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14 This mirrors the indemnity given by the Board in relation to its employees in Clause 8.2(a). Project Co should manage the risks covered by the indemnity (and the fact that there is no carve out for causation) by putting appropriate insurance cover in place (which it is required by law to do), which contains satisfactory non-vitiation provisions (see Clause 36.6).
15 Deliberate acts or omissions do not include acts or omissions which are within the contemplation of the parties or provided for in this Agreement (see paragraph 10 of Part 2 of Schedule 1 [Definitions and Interpretation]).
16 The carve out from the indemnity for Board acts and omissions does not include physical damage caused by Project Co as a result of "negligent" acts or omissions of the Board as Project Co should insure against that risk. Boards should not act as insurers of last resort in those circumstances.
17 See previous footnote.