Common use of ALLOCATION OF POTENTIAL LIABILITIES AND RISKS Clause in Contracts

ALLOCATION OF POTENTIAL LIABILITIES AND RISKS. 14.1. Allocation of risks for damages caused by one Party and/or its Associates to the other Party and/or its Associates, except as provided in this Agreement and/or in the case of gross negligence or willful misconduct,: 14.1.1. Due to the particular nature of the Launch Services, the Parties agree that any liability of STARSEM or of GLLC arising from the defective, late or non-performance of STARSEM's Services and GLLC's technical obligations under this Agreement is, in all circumstances, including termination of this Agreement in all or in part, strictly limited to the liability expressly provided for in this Agreement. Except as provided in this Agreement, the Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to the Launch Services. 14.1.2. Each Party shall bear any and all loss of or damage to property and any bodily injury (including death) and all consequences, whether direct or indirect, of such loss, damage or bodily injury (including death), and/or of a Launch Failure and/or of Satellite(s) Mission failure, which it or its Associates may sustain, directly or indirectly, arising out of or relating to this Agreement or the performance of this Agreement. Each Party irrevocably agrees to a no-fault, no-subrogation, inter-party waiver of liability, and waives the right to make any claims or to initiate any proceedings whether judicial, arbitral, or administrative on account of any such loss, damage or bodily injury (including death) and/or Launch Failure and/or Satellite(s) Mission failure against the other Party or that other Party's Associates arising out of or relating to this Agreement for any reason whatsoever. Furthermore there shall be no liability of STARSEM or its Associates for any loss or damages to GLLC or its Associates, resulting from the intentional destruction of the Launch Vehicle and the Satellite(s) in furtherance of Launch Site safety measures. Notwithstanding the preceding sentence, such intentional destruction of the Launcher shall be deemed a Total Launch Mission failure, for which the provisions of ARTICLE 13 of this Agreement shall apply. Each Party agrees to bear the financial and any other consequences of such loss, damage or bodily injury (including death) and/or of a Launch Mission(s) failure and/or Satellite(s) Mission failure which it or its Associates may sustain, without recourse to the other Party or the other Party's Associates. 14.1.3. In the event that one or more Associates of a Party shall proceed against the other Party and/or that Party's Associates as a result of such loss, damage or bodily injury (including death) and/or Launch Failure and/or Satellite(s) Mission failure, the first Party shall indemnify, hold harmless, dispose of any claim, and defend, when not contrary to the governing rules of procedure, the other Party and/or its Associates, as the case may be, from any liability, cost or expense, including attorneys' fees, on account of such loss, damage or bodily injury (including death) and/or Launch Failure and/or Satellite(s) Mission failure, and shall pay all costs and expenses and satisfy all judgments and awards which may be imposed on or rendered against that other Party and or its Associates.

ALLOCATION OF POTENTIAL LIABILITIES AND RISKS. 14.1. 14.1 Allocation of risks for damages damage caused by one Party and/or its Associates to the other Party and/or its Associates, except as provided in this Agreement and/or in the case of gross negligence or willful misconduct,: 14.1.1. 14.1.1 Due to the particular nature of the Launch Services, except in the event of willful misconduct of either Party or their Associates, the Parties agree that any liability of STARSEM ARIANESPACE or of GLLC CUSTOMER arising from the defective, late late, or non-performance of STARSEM's ARIANESPACE’s Services and GLLC's CUSTOMER’s technical obligations under this Agreement is, in all circumstances, including termination of this Agreement in all or in parta Launch under this Agreement, strictly limited to the liability expressly provided for in this Agreement. Except as provided in this AgreementAgreement and except in the event of willful misconduct , the Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to the Launch Services, including, but not limited to, any right to seek consequential, special, incidental or punitive damages. 14.1.2. 14.1.2 Each Party shall bear any and all loss of or damage to physical property and any bodily injury (including death) and all consequences, whether direct or indirect, of such loss, damage or bodily injury (including death), and/or of a Launch Failure Mission failure and/or of Satellite(s) a Satellite Mission failure, which it or its Associates may sustain, directly or indirectly, arising out of or relating to this Agreement or the performance of this Agreement. Each Party irrevocably agrees to a no-fault, no-subrogation, inter-party waiver of liability, and waives the right to make any claims or to initiate any proceedings whether judicial, arbitral, or administrative on account of any such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure against the other Party or that other Party's ’s Associates arising out of or relating to this Agreement for any reason whatsoever. Furthermore there shall be no The provisions above exclude, without limitation, any liability of STARSEM ARIANESPACE or its Associates for any loss or damages to GLLC CUSTOMER or its Associates, resulting from the intentional destruction of the Launch Vehicle and the Satellite(s) Satellite in furtherance of Launch Site launch range safety measures. Notwithstanding the preceding sentence, such intentional destruction of the Launcher shall be deemed a Total Launch Mission failure, for which the provisions of ARTICLE 13 of this Agreement shall apply. Each Party agrees to bear the financial and any other consequences of such loss, damage or bodily injury (including death) and/or of a Launch Mission(s) Mission failure and/or Satellite(s) a Satellite Mission failure which it or its Associates may sustain, without recourse to the other Party or the other Party's ’s Associates. 14.1.314.1.3 Each Party shall take all necessary and reasonable steps to foreclose claims for loss, damage or bodily injury (including death) by any participant involved in Launch activities. Each Party shall require its Associate(s) to agree to a no-fault, no-subrogation, inter-party waiver of liability and indemnity for loss, damage or bodily injury (including death) its Associates sustain identical to the Parties’ respective undertakings under this Article 14. Furthermore, ARIANESPACE shall require all Third Party Customer(s) of ARIANESPACE entering into launch services agreements with ARIANESPACE to agree to the inter-party waiver and indemnities set forth in this Article 14. 14.1.4 In the event that one or more Associates of a Party shall proceed against the other Party and/or that Party's ’s Associates as a result of such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure, the first Party shall indemnify, hold harmless, dispose of any claim, and defend, when not contrary to the governing rules of procedure, the other Party and/or its Associates, as the case may be, from any liability, cost or expense, including attorneys' ’ fees, on account of such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure, and shall pay all costs and expenses and satisfy all judgments and awards which may be imposed on or rendered against that other Party and or its Associates. 14.1.5 Notwithstanding any provision of this Agreement to the contrary, any waiver, release, assumption of responsibility or agreement to hold harmless and indemnify herein shall not apply to claims for loss of or damage to physical property and any bodily injury (including death) and all consequences, whether direct or indirect, of such loss, damage or bodily injury (including death) resulting from willful misconduct of the Parties or their Associates.

ALLOCATION OF POTENTIAL LIABILITIES AND RISKS. 14.1. 14.1 Allocation of risks Risks for damages loss, damage or bodily injury (including death) caused by one Party and/or its Associates to the other Other Party and/or its Associates, except as provided in this Agreement and/or in the case of gross negligence or willful misconduct,:. 14.1.1. 14.1.1 Due to the particular nature of the Launch Services, the Parties agree that any liability of STARSEM ARIANESPACE or of GLLC CUSTOMER arising from the defective, late late, or non-performance of STARSEM's ARIANESPACE’s Services and GLLC's CUSTOMER’s technical obligations under this Agreement is, in all circumstances, including termination of this Agreement Agreement, in all whole or in part, or a Launch Service under this Agreement, strictly limited to the liability expressly provided for in this Agreement. Except as provided in this Agreement, the Parties hereto expressly waive, renounce, and exclude any and all rights and remedies that may arise at law or in equity with respect to the Launch Services, including but not limited to any right to seek consequential, special, incidental or punitive damages. 14.1.2. 14.1.2 Each Party shall bear any and all loss of or damage to property and any bodily injury (including death) and all consequences, whether direct or indirect, of such loss, damage or bodily injury (including death), and/or of a Launch Failure Mission failure and/or of Satellite(s) a Satellite Mission failure, which it or its Associates may sustain, directly or indirectly, arising out of or relating to this Agreement or the performance of this Agreement. Each Party irrevocably agrees to be bound by a no-fault, no-subrogation, inter-party waiver of liabilityliability and indemnity for such loss or damage or bodily injury (including death) and such consequences, and waives the right to make any claims or to initiate any proceedings whether judicial, arbitral, or administrative on account of any such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure against the other Party or that other Party's ’s Associates arising out of or relating to this Agreement for any reason whatsoever. Furthermore there shall be no The provisions above exclude, without limitation, any liability of STARSEM ARIANESPACE or its Associates for any loss or damages to GLLC CUSTOMER or its Associates, resulting from the intentional destruction of the Launch Vehicle and the Satellite(s) Satellite in furtherance of Launch Site launch range safety measures. Notwithstanding the preceding sentence, such intentional destruction of the Launcher shall be deemed a Total Launch Mission failure, for which the provisions of ARTICLE 13 of this Agreement shall apply. Each Party agrees to bear the financial and any other consequences of such loss, damage or bodily injury (including death) and/or of a Launch Mission(s) Mission failure and/or Satellite(s) a Satellite Mission failure which it or its Associates may sustain, without recourse to the other Party or the other Party's ’s Associates. If a Party maintains insurance to protect itself against any of the risks indemnified in this Article 14.1, and including insurance policies to be procured by ARIANESPACE pursuant to Article 15, that Party shall cause its insurers covering such risks to waive rights of subrogation against the other Party and against the Associates of each Party. Each Party shall require its Associates to secure identical waivers of subrogation rights from their respective insurers, as provided in Article 14.3. 14.1.3. 14.1.3 In the event that one or more Associates of a Party shall proceed against the other Party and/or that Party's ’s Associates as a result of such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure, the first Party shall indemnify, hold harmless, dispose of any claim, and defend, when not contrary to the governing rules of procedure, the other Party and/or its Associates, as the case may be, from any liability, cost or expense, including attorneys' ’ fees, on account of such loss, damage or bodily injury (including death) and/or Launch Failure Mission failure and/or Satellite(s) Satellite Mission failure, and shall pay all costs and expenses and satisfy all judgments and awards which may be imposed on or rendered against that other Party and or its Associates.