Common use of Indemnification; Limitation on Damages Clause in Contracts

Indemnification; Limitation on Damages. Sponsor shall indemnify, defend, and hold harmless DSDP and its directors, officers, employees and agents from and against any loss, liability, claims, damages, penalties, expenses, assessments, fees, fines, or other costs (including without limitation attorneys’ fees, expert witness fees, and costs of defense) they may suffer or incur as a result of or arising out of Sponsor’s acts or omissions, including without limitation: (a) Sponsor’s breach of the Agreement or this Addendum; (b) any representations, warranties, or information provided by Sponsor being false or misleading; (c) Sponsor’s misuse or unauthorized use of DSDP IP; and (d) the actual or alleged infringement or violation of any third party’s intellectual property rights or other proprietary rights as a result of DSDP’s use of the Sponsor IP as contemplated herein. Notwithstanding the foregoing, the parties agree that neither party shall be liable for, and in no event whatsoever shall damages or other award based on this Agreement or the performance or failure to perform any provision hereof include, any recovery for loss-of-profits, loss-of-business, special, indirect, consequential or punitive damages. The foregoing limitation shall not apply to the extent that any such damages are awarded to a third party in a claim and such claim is indemnifiable by a party hereto.