Water Treatment Plant BOT (New build only) - PPP in Infrastructure ...

2617. RISK AND RESPONSIBILITY17.1 Indemnity(a)(b)(c)The Supplier shall indemnify and hold harmless the Purchaser, his contractors,agents and employees from and against all claims, damages, losses andexpenses arising out of or resulting from the Services, including professionalservices provided by the Supplier unless caused by an act, omission or defaultof the Purchaser or anyone directly or indirectly employed by the Purchaser orfor whom the Purchaser is responsible.These indemnification obligations shall be limited to claims, damages, lossesand expenses which are attributable to bodily injury, sickness, disease ordeath, or to injury to or destruction of tangible property (other than theFacility) and shall also be limited to the extent that such claims, damages,losses or expenses are caused in whole or in part by a negligent act oromission, breach of this Contract or a breach of a duty of care, imposed by lawon the Supplier or anyone directly or indirectly employed by the Supplier.The Supplier shall not be liable under this Sub-Clause 17.1 for, and thePurchaser shall indemnify, keep indemnified, defend and hold harmless theSupplier, the Supplier's Affiliates and their respective officers and employeesagainst, any and all claims for loss, damage and expense of whatever kind andnature, including all related costs and expenses, in respect of personal injury toor death of third parties and in respect of loss of or damage to any third partyproperty to the extent that the same arises out of any negligent act or omissionor breach of this Contract or breach of a duty of care, imposed by law on thePurchaser or anyone directly or indirectly employed by the Purchaser, by thePurchaser, its contractors (other than the Supplier or any Subcontractor) ortheir respective officers, agents or employees.17.2 Supplier's Title in the Equipment and Care of the Facility(a)(b)The Supplier shall take full responsibility for the care of the Facility and shallat all times retain title in the Equipment. The Equipment shall not beconsidered a fixture and shall under no circumstances be considered to formpart of the land or the Site or the Facility nor shall the Equipment become theproperty of the Purchaser or any third party unless otherwise specificallyprovided in this Contract.The Purchaser shall take all steps reasonably requested by the Supplier toensure that the Equipment shall not in law become annexed to any land. ThePurchaser shall, upon reasonable notice from the Supplier take all reasonablesteps to procure an acknowledgement in writing and in a form acceptable tothe Supplier from any landlord, mortgagee or debenture holder of thePurchaser that the Equipment is not to be treated as the property of thePurchaser or of the entity making the acknowledgement and that neither theentity making the acknowledgement nor any person claiming through or intrust for them will seek to enforce against the Equipment, any debt due fromor right of action accrued against the Purchaser in favour of the entity makingthe acknowledgement.PPP in Infrastructure Resource Center for Contracts, Laws and Regulations (PPPIRC) Reviewed: Victoria R. Delmon, LEGPShttp://www.worldbank.org/ppp November 2007