Total-EPC-Book=180920

3-104 | EPC Template
11.11 Indemnification. Owner shall assume and retain all liability, including claims,
demands, losses, costs, damages and expenses of every kind and description, or damages
to persons or property arising out of or in connection with or occurring during the course
of this Agreement, where such liability is proximately caused by the acts or omissions of
any of the officers, employees or agents of Owner while acting within the scope of their
employment. Contractor shall indemnify Owner against any and all loss or damages that
Owner may incur as a result of any claim of Persons other than Owner, Contractor, or
their respective employees and agents, to the extent same (a) arise out a breach by
Contractor of its obligations under this Agreement, or (b) are caused by the negligence or
intentional or willful misconduct of Contractor, the Subcontractors or their agents or
employees. Contractor shall indemnify and hold harmless Owner from all liabilities,
damages, costs or expenses incurred by Owner by reason of any lien filed against the
Facility by any Subcontractor of Contractor in connection with the performance of the
Work. Any Party entitled to indemnification or other protection under this Section 11.11
shall keep the benefited party apprised of the status of all claims with respect to which it
is entitled to such indemnification or protection, and shall not settle any such claim
without the consent of the benefited party, such consent not to be unreasonably withheld
or unduly delayed.
ARTICLE 12 - DISPUTE RESOLUTION
12.1 In General. The Parties shall attempt to settle every dispute arising out of or in
connection with this Agreement (“Dispute”), by following the dispute resolution process
set forth below in this Article 12, to the extent permitted by Law.
12.1.1 Mutual Discussions. If any dispute or difference of any kind whatsoever
(a "Dispute") arises between the Parties in connection with, or arising out of, this
Agreement, the Parties within 30 days shall attempt to settle such Dispute in the first
instance by mutual discussions between Owner and Contractor.
12.1.2 Further Procedures. If the Dispute cannot be settled within 30 days by
mutual discussions, then the Dispute shall be finally settled under the provisions of this
Section 12.1.2 or Section 12.1.3. If the Parties fail to resolve any dispute through
discussions within [Number] Business Days, either Party shall have the right to provide
written notice of the Dispute to the president or chief executive officer (“Senior
Management”) of the other Party. Upon a timely referral, the Senior Management of the
Parties shall consider the Dispute, review such relevant information as they may
determine and issue their decision (which decision shall be confirmed in writing) within 5
Business Days after receiving the referral. If the Senior Management of the Parties
cannot resolve the issue within the five Business Day period, then the Parties shall have
the rights set forth below in Section 12.1.3.
12.1.3 Arbitration. Subject as hereinafter provided, any Dispute arising out of. or
in connection with, this Agreement and not settled by Section 12.1.1 or Section 12.1.2 of
this Agreement may (regardless of the nature of the Dispute) be submitted by either Party
to arbitration and finally settled in accordance with UNCITRAL Rules of International
Arbitration.