Paragraph 62 Indemnities and costs
TfL is responsible for and must indemnify the Agency against all claims, demands, proceedings, costs, expenses, damages and losses not otherwise provided for in this Part of this Schedule which may be reasonably incurred or suffered by the Agency by reason of—
the construction or operation or maintenance of any specified works comprised within the authorised development or the failure of any such works comprised within them; or
any act or omission of TfL, its employees, contractors or agents or others whilst engaged upon the construction or operation or maintenance of the authorised works or dealing with any failure of the authorised works,
and TfL must indemnify and keep indemnified the Agency from and against all claims and demands arising out of or in connection with the authorised works or any such failure, act or omission.
The fact that any act or thing may have been done—
by the Agency on behalf of TfL; or
by TfL, its employees, contractors or agents in accordance with plans or particulars submitted to or modifications or conditions specified by the Agency, or in a manner approved by the Agency, or under its supervision or the supervision of its duly authorised representative,
does not (if it was done or required without negligence on the part of the Agency or its duly authorised representative, employee, contractor or agent) excuse TfL from liability under the provisions of this paragraph.
The Agency must give TfL reasonable notice of any such claim or demand as is referred to in sub-paragraph (1), and no settlement or compromise of any such claim or demand can be made without the prior consent of TfL.