Paragraph 82 IndemnityI1

The undertaker indemnifies National Highways from and against all costs, claims, expenses, damages, losses and liabilities suffered by National Highways arising from the construction of the SRN works or maintenance of the SRN works undertaken (but always excluding any consequential loss or indirect loss suffered by National Highways) before the issue of the final certificate for the SRN works, or any construction, maintenance or decommissioning of the cable works, or exercise of or failure to exercise any power under this Order within 30 days of an itemised demand subject to sub-paragraphs (2) to (5).

Nothing in sub-paragraph (1) shall impose any liability on the undertaker in respect of—

National Highways must give the undertaker reasonable notice of any such third party claim or demand and no settlement, admission of liability or compromise must, unless payment is required in connection with a statutory compensation scheme, be made without first consulting the undertaker and considering their representations.

National Highways must, in respect of any matter covered by the indemnity given by the undertaker in this paragraph, at all times act reasonably and in the same manner as it would as if settling third party claims on its own behalf from its own funds.

National Highways must use its reasonable endeavours to mitigate and to minimise any costs, claims, expenses, damages, losses and to which the indemnity under this paragraph applies where it is within National Highways’ reasonable ability and control to do so and which expressly excludes any obligation to mitigate liability arising from third parties outside of National Highways’ control and if reasonably requested to do so by the undertaker National Highways must provide an explanation of how the claim has been minimised, where relevant.