11.  Indemnity

(a)  The Proponent:

(i)  acknowledges and agrees that any breach of this deed by the Proponent may cause the State or its Associates to suffer or incur a Liability, and any such breach will entitle the State to make a Claim against the Proponent; and

(ii)  indemnifies the State and its Associates in respect of any Liability suffered or incurred by the State or its Associates and against any Liability to any person by way of indemnity against, or contribution to, the Liability of that person, arising out of, or in respect of, or in connection with any Claim referred to in clause 11(a)(i)

(b)  The Proponent's liability under the indemnity in clause 11(a) will be reduced proportionally to the extent that the relevant Liability was caused by the act or omission of the State or its Associates.