SCHEDULE 9Protective provisions

PART 11For the protection of Phillips 66 Limited

Indemnity

schedule 9 paragraph 156 + 156.—(1) The undertaker must indemnify and keep P66 indemnified against all reasonable costs, charges, damages and expenses—

schedule 9 paragraph 156 1 a + (a)by reason of the construction, operation, maintenance, repair and decommissioning of the authorised development or the failure of it; or

schedule 9 paragraph 156 1 b + (b)by reason of any act or omission of the undertaker or of any person in its employ or of its contractors or others whilst engaged upon the construction, operation, maintenance, repair and decommissioning of the authorised development.

(2) The fact that any act or thing may have been done by P66 on behalf of the undertaker or in accordance with a plan approved by P66 or in accordance with any requirement of P66 or under its supervision will not (unless sub-paragraph (3) applies), excuse the undertaker from liability under the provisions of sub-paragraph (1) unless P66 fails to carry out and execute the works properly with due care and attention and in a skilful and workman like manner or in a manner that does not accord with the approved plan.

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

schedule 9 paragraph 156 3 a + (a)any damage or interruption to the extent that it is attributable to the neglect or default of P66, its officers, servants, contractors or agents; and/or

schedule 9 paragraph 156 3 b + (b)any indirect or consequential loss of P66 or any third party (including but not limited to loss of use, revenue, profit, contract, production, increased cost of working or business interruption) arising from any such damage or interruption.

(4) P66 must give the undertaker reasonable notice of any claim or demand under sub-paragraph (1) and no settlement or compromise of such a claim or demand is to be made without the prior consent of the undertaker.

(5) P66 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.

(6) P66 must use its reasonable endeavours to mitigate and to minimise any costs, expenses, loss, demands, and penalties to which the indemnity under this paragraph applies where it is within P66’s reasonable ability and control to do so and which expressly excludes any obligation to mitigate liability arising from third parties which is outside of P66’s control and if reasonably requested to do so by the undertaker P66 must provide an explanation of how the claim has been minimised, where relevant.

(7) P66 must, on receipt of a request from the undertaker, from time to time provide the undertaker free of charge with written estimates of the costs, charges, expenses and other liabilities for which the undertaker is or will become liable under this Part of this Schedule and with such information as may reasonably enable the undertaker to assess the reasonableness of any such estimate or claim made or to be made under this Part of this Schedule.