We agree to indemnify the Shire of Nannup from and against any liability, loss, damage, costs and reasonable legal expenses incurred by the Shire of Nannup arising from any claim, suit, demand, action or proceeding to the extent that such liability, loss, damage, cost or expense was caused by our willful or negligent act or omission.
Our liability to indemnify the Shire of Nannup shall be reduced proportionately to the extent that any act or omission of the Shire of Nannup's Personnel, agents or representatives contributed to the loss or liability.
Both Parties agree to their reasonable endeavors to cooperate with each other, at their own cost, in respect of the conduct of any defense, or the agreement of any settlement, of any third party action, suit, claim, demand or proceeding the subject of this indemnity.