death or personal injury; loss of or damage to property (including property belonging to Us or for You are responsible); infringement or alleged infringement of any Intellectual Property Rights (including Moral Rights); or third party suits claims, actions, demands, proceedings, penalties, costs, charges or expenses in respect of the Services and/or delivery or achievement of the Outcomes, which may arise out of, or in connection with, the performance or by You and/or Your subcontractors of the Implementation Agreement or any subcontract, but Your liability to indemnify Us this clause will be reduced proportionally to the extent that an act or omission of Ours contributed to the Claim and shall not apply in respect of any Consequential Loss. The indemnity contained in this clause 27.2 is a continuing obligation of Yours that is separate and independent of any of Your other responsibilities and will continue beyond the Term. Conflict of Interest and compromising relationship Warranty You represent and warrant to Us that, to the best of Your knowledge and belief, after making diligent inquiries at the date of signing the Implementation Agreement, no Conflict of Interest exists in the performance of Your obligations under the Implementation Agreement. Resolution of Conflict of Interest If, during the Term, a Conflict of Interest arises, or appears likely to arise, You undertake to notify Us immediately and to take such steps to resolve or otherwise deal with the conflict to Our satisfaction. Policy You must keep and implement a policy about Conflicts of Interest of Your executive officers, employees and volunteers. The policy must include guiding principles and procedures for identifying, declaring and dealing with Conflicts of Interest. Record You must keep a record of each instance of a Conflict of Interest arising in the delivery of the Services and how the matter was dealt with. OTHER LEGAL MATTERS Subcontracting Consent for subcontracting You must not, without Our prior written consent, subcontract the whole, or any part, of Your obligations under the Implementation Agreement. We may impose any and conditions We think fit when giving approval under clause 29.1(a).
death or personal injury; loss of or damage to property (including property belonging to Us or for You are responsible); infringement or alleged infringement of any Intellectual Property Rights (including Moral Rights); or third party suits claims, actions, demands, proceedings, penalties, costs, charges or expenses in respect of the Services and/or delivery or achievement of the Outcomes, which may arise out of, or in connection with, the performance or by You and/or Your subcontractors of the Implementation Agreement or any subcontract, but Your liability to indemnify Us this clause will be reduced proportionally to the extent that an act or omission of Ours contributed to the Claim and shall not apply in respect of any Consequential Loss. The indemnity contained in this clause 27.2 is a continuing obligation of Yours that is separate and independent of any of Your other responsibilities and will continue beyond the Term. Conflict of Interest and compromising relationship Warranty You represent and warrant to Us that, to the best of Your knowledge and belief, after making diligent inquiries at the date of signing the Implementation Agreement, no Conflict of Interest exists in the performance of Your obligations under the Implementation Agreement. Resolution of Conflict of Interest If, during the Term, a Conflict of Interest arises, or appears likely to arise, You undertake to notify Us immediately and to take such steps to resolve or otherwise deal with the conflict to Our satisfaction. Policy You must keep and implement a policy about Conflicts of Interest of Your executive officers, employees and volunteers. The policy must include guiding principles and procedures for identifying, declaring and dealing with Conflicts of Interest. Record You must keep a record of each instance of a Conflict of Interest arising in the delivery of the Services and how the matter was dealt with. OTHER LEGAL MATTERS Subcontracting Consent for subcontracting You must not, without Our prior written consent, subcontract the whole, or any part, of Your obligations under the Implementation Agreement. We may impose any and conditions We think fit when giving approval under clause 29.1(a).
deed-of-implementation-agreement-standard-terms.docx