Common use of Guidance Note for clause 11 Clause in Contracts

Guidance Note for clause 11. 5(a): This clause limits the amount of financial exposure each party faces in the event a lawsuit is filed or another claim is made by the other party. The parties can agree to cap the total amount that a party may be liable to pay to the other party for loss suffered in relation to this Agreement. This cap should be set out in item 8 of the Details Schedule. Liability cap The aggregate liability of each party for loss suffered or incurred by the other party arising out of or in connection with this Agreement (including under an indemnity) however caused whether in tort (including negligence), contract, statute, equity or otherwise is, subject to clause 11.5(b), to the full extent permitted by law limited to the amount specified in item 8 of the Details Schedule. Guidance Note for clause 11.5(b): The liability cap specified in item 8 does not apply to the types of liability listed in this clause 11.5(b). This means that the liability of each party for these types of claims is unlimited. These types of liability are typically unlimited in commercial arrangements because it is difficult to quantify (for the purposes of determining a liability cap) the losses that can arise from such claims. Any limit on or exclusion of the liability of each party under clause 11.5(a) does not apply in relation to liability for: personal injury (including sickness or death); an infringement of Third Party IPR to the extent within the indemnity in clause 12.1; a breach of any obligation of confidentiality; or wilful default or fraud.

Guidance Note for clause 11. 5(a): This clause limits the amount of financial exposure each party faces in the event a lawsuit is filed or another a claim is made by the other party. The parties can agree to cap the total amount that a party may be liable to pay to the other party for loss suffered in relation to this Agreement. This cap should be set out in item 8 of the Details Schedule. Liability cap The aggregate liability of each party for loss suffered or incurred by the other party arising out of or in connection with this Agreement (including under an indemnity) however caused whether in tort (including negligence), contract, statute, equity or otherwise is, subject to clause 11.5(b), to the full extent permitted by law limited to the amount specified in item 8 of the Details Schedule. Guidance Note for clause 11.5(b): The liability cap specified in item 8 of the Details Schedule does not apply to the types of liability listed in this clause 11.5(b). This means that the liability of each party for these types of claims is unlimited. These types of liability are typically unlimited in commercial arrangements because it is difficult to quantify (for the purposes of determining a liability cap) the losses that can arise from such claims. Any limit on or exclusion of the liability of each party under clause 11.5(a) does not apply in relation to liability for: personal injury (including sickness or death); an infringement of Third Party IPR to the extent within the indemnity in clause 12.1; a breach of any obligation of confidentiality; or wilful default or of fraud.