Common use of Exclusion of Indirect Damages Clause in Contracts

Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO CUSTOMER’S ACCESS TO OR DISCLOSURE OF THE APPLICATION OTHER THAN IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO CUSTOMER’S ACCESS TO OR DISCLOSURE OF THE APPLICATION OTHER THAN IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR COSTS ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF PROCUREMENT LIABILITY AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS POSSIBILITY OF THIS PARAGRAPH ARE INDEPENDENT OFSUCH DAMAGES, SEVERABLE FROM, ARISING UNDER ANY CAUSE OF ACTION AND TO BE ENFORCED INDEPENDENTLY OF ARISING IN ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION WAY OUT OF THIS AGREEMENT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO AN AWARD OF ENHANCED DAMAGES AVAILABLE UNDER 3 U.S.C. § 284 FOR WILFUL PATENT INFRINGEMENT. THIS LIMITATION OF LIABILITY DOES NOT APPLY IN CASES OF (I) WILFUL MISCONDUCT OR GROSS NEGLIGENCE, (II) DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S OR ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS NEGLIGENCE TO THE EXTENT SUCH EXCLUSION IS PROHIBITED BY APPLICABLE LAWS (III) BREACHES OF ARTICLE 16 (CONFIDENTIALITY), (IV) BREACHES OF ARTICLE 12 (NON-COMPETE), AND (V) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 14.1(a), (c) OR (d) OR 14.2; FOR CLARITY, FOR THE INDEMNIFICATION OBLIGATION UNDER SECTION 14.1(b) THE LIMITATIONS AND CAPS SET OUT IN SUCH SECTION 14.1(b) SHALL APPLY IN PLACE OF THIS SECTION 15.

Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO CUSTOMER’S ACCESS TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY NECTARI, ITS AFFILIATES, OR DISCLOSURE OF THE APPLICATION OTHER THAN IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENTITS AND THEIR SHAREHOLDERS, NEITHER PARTY WILL DIRECTORS, OFFICERS, REPRESENTATIVES, AGENTS, SUPPLIERS OR LICENSORS (I) BE LIABLE TO THE OTHER PARTY (NOR TO FOR ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INDIRECT, INCIDENTAL, INDIRECTEXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE, PUNITIVE OR EXEMPLARY DAMAGES OR (II) FOR LOSS OF ANY KIND (INCLUDING LOST REVENUE OR PROFITS, LOSS OF TIME, LOST OF OR DAMAGE CORRUPTION TO DATA, LOSS OF BUSINESSUSE, BUSINESS INTERRUPTION, DEPLETION OF GOODWILL OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE AGREEMENT, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER CAUSED BY THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATEDSOFTWARE, OR IN FACT KNEW THE MISUSE OR INABILITY TO USE THE SOFTWARE, OR THE DOCUMENTATION, EVEN IF NECTARI HAS BEEN ADVISED OF THE POSSIBILITY THEREOFOF SUCH DAMAGES. IN NO EVENT NECTARI SHALL EITHER PARTY NOT BE LIABLE TO YOU FOR ANY DAMAGES OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, RECEIVING SUPPORT SERVICES, CLAIMS MADE AGAINST YOU BY OTHERS, OR SIMILAR COSTS. THIS FOREGOING LIMITATION OF PROCUREMENT LIABILITY WILL APPLY REGARDLESS OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS FORM OF THIS PARAGRAPH ARE INDEPENDENT OFACTION: WHETHER IN CONTRACTUAL LIABILITY, SEVERABLE FROMAPPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND TO BE ENFORCED INDEPENDENTLY OF VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENTLEGAL THEORY.

Exclusion of Indirect Damages. EXCEPT WITH RESPECT TO CUSTOMER’S ACCESS TO OR DISCLOSURE FOR CLAIMS OF THE APPLICATION OTHER THAN TYPES DESCRIBED IN COMPLIANCE WITH THE LICENSE GRANTED IN THIS AGREEMENTSECTION 11.4, NEITHER PARTY WILL SHALL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIALFOR, SPECIAL, PUNITIVEINCIDENTAL, EXEMPLARY, OR EXEMPLARY CONSEQUENTIAL DAMAGES. THE LIMITATION ON THE TYPES OF RECOVERABLE DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING SET FORTH IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS THIS SECTION 11.3 SHALL APPLY IRRESPECTIVE OF WHETHER THE POSSIBILITY OF ANY SUCH DAMAGES WAS KNOWN OR HAD BEEN DISCLOSED TO A PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATEDIN ADVANCE, OR COULD HAVE REASONABLY BEEN FORESEEN BY SUCH PARTY, AND NOTWITHSTANDING THE FORM IN FACT KNEW WHICH ANY CLAIM OR ACTION IS BROUGHT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS 11.3 OR ELSEWHERE IN THIS AGREEMENT OR IN ANY STATEMENT OF WORK, THE FOLLOWING SHALL ALL BE CONSTRUED AS DIRECT DAMAGES, AND NOT AS INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HEREUNDER: (i) THE REASONABLE COSTS THAT THE BOARD IS REQUIRED TO EXPEND TO PROCURE SERVICES FROM AN ALTERNATIVE SOURCE AS A RESULT OF A DEFAULT, BREACH, OR REPUDIATION OF THIS AGREEMENT BY VENDOR, TO THE EXTENT IN EXCESS OF THE POSSIBILITY THEREOF. FEES SET FORTH IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY ANYONE. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT; (ii) THE BOARD’S INTERNAL LOSSES AND COSTS RESULTING FROM A DEFAULT OR BREACH OR REPUDIATION HEREOF BY VENDOR; AND (iii) ANY AMOUNT OF MONEY THEN PAYABLE AND UNPAID BY THE BOARD TO VENDOR FOR SERVICES RENDERED.