The Contract Manager should be aware that there are likely be a number of indemnities in its Contract, by which the Contractor agrees to indemnify the Authority on demand - in effect to hold the Authority harmless against certain future costs on a pound for pound basis. Contractor indemnities that benefit the Authority in the WIDP Contract are described in high level terms below:
• under Clause 19.5, where, following an inspection of the progress of the Works, the Authority undertakes an increased level of monitoring under Clause 19.5.2, which causes it to incur costs;
• where the Authority identifies a need for an increased level of performance monitoring by it under the terms of Clause 32 and incurs costs and expenses through such activities;
• where, under Clause 61, there has been death or personal injury, loss of or damage to certain property, third party actions, claims and/or demands (including where these relate to a breach of statutory duty), in all cases where it is appropriate to hold the Contractor responsible under the terms of that clause and noting in particular the provisions at Clause 61.3 which exclude the Contractor from responsibility under the indemnity;
• in the context of an infringement of third party Intellectual Property Rights under Clause 87.9 of the WIDP Contract;
• where there has been a breach of the Data Protection obligations set out at Clause 89 of the WIDP Contract; and
• where an indemnity applies in the context of the employment and pensions provisions detailed in Schedule 20 (see Section 5.10.2 of this Guidance for examples of such indemnities).
The Contract Management Manual should highlight the indemnities that operate for the Authority's benefit in its Contract. The Contract Manager should be aware of their scope and should seek input from the Legal Department as soon as (s)he suspects the Authority may have a right to claim under an indemnity.