Common use of Insurance and Indemnities Clause in Contracts

Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 shall survive expiration or termination of this Agreement.

Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Research Project. Each The Party uses with the Project IP right to use and any Project Materials and/or Improvements in accordance with this Agreement commercialise the Research Results does so at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents Representatives from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this AgreementAgreement including but not limited to its use or commercialisation of the Research Results (if permitted); any unlawful or negligent act or omission of the indemnifying Party or its representatives Representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to ; and the extent that use of any unlawful act product or omission, process incorporating or negligence or wilful misconduct by produced using the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other PartyResearch Results. The provisions of this clause 10 Clause 9 shall survive expiration or termination of this Agreement.. To the fullest extent permitted by law, each Party’s liability under any condition or warranty which cannot be legally excluded is limited, at the option of that Party, to: [delete as needed] in the case of goods; the replacement of the goods or the supply of equivalent goods; the repair of the goods; the payment of he cost of replacing the goods or of acquiring equivalent goods; or the payment of the cost of having the goods repaired; in the case of services: supplying the services again; or paying the cost of having the services supplied again. Notwithstanding any other clause in this Agreement and to the fullest extent permitted by law, each Party’s liability arising from or in connection with the performance or non-performance of any or all of its obligations under this Agreement or in any other manner related to this Agreement (whether in tort, for breach of statute or otherwise) will not in the aggregate exceed [xxx] times the Project Funds. [delete as needed]

Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the indemnifying Party’s use of the Project IP or Project Materials or Improvements; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this Agreement; any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 10. shall survive expiration or termination of this Agreement.

Insurance and Indemnities. Each Party shall effect and maintain adequate insurance to cover its conduct of the Project. Each Party uses the Research Results of the Project IP and any Project Materials and/or Improvements in accordance with this Agreement at its own risk. Each Party releases and indemnifies and will continue to release and indemnify the other Party or Parties and its officers, staff and agents from and against all actions, claims, demands, costs and expenses (including the costs of defending or settling any action, claim or demand) (Loss) made, sustained, brought or prosecuted in any manner directly based upon, occasioned by or attributable to any injury to any person (including death) or loss of or damage to property (including any infringement of Intellectual Property Rights) which may arise in relation to: the The indemnifying Party’s use of the Project IP or Project Materials or ImprovementsResearch Results of the Project; or be a consequence of, the indemnifying Party’s disclosure or use of any Confidential Information in breach of this AgreementAgreement including but not limited to its use or commercialisation of the Research Results (if permitted); any unlawful or negligent act or omission of the indemnifying Party or its representatives under this Agreement; a breach of the terms and conditions of this Agreement by the indemnifying Party; the indemnifying Party’s use of any product or process incorporating or produced using the Research Results. The indemnifying Party’s liability to indemnify another Party under this clause 10 will reduce proportionately to the extent that any unlawful act or omission, or negligence or wilful misconduct by the indemnified Party or Parties contributed to the loss or damage sustained by the indemnified Party or Parties. An indemnified Party will use its commercially reasonable efforts to mitigate any Loss that is subject to indemnification under this Agreement. In the event that an indemnified Party fails to so mitigate a Loss, the indemnifying Party will have no liability for any portion of such Loss that reasonably could have been avoided had an indemnified Party made such efforts. Notwithstanding any other provision in this Agreement, no Party will be liable to any other Party in connection with this Agreement in contract, tort (including negligence), under statute, under any indemnity, under any action, claim or liability, or under any other basis in law or equity for any Loss of an indirect or consequential nature (including any economic loss, or loss of profits, revenue, production, opportunity, anticipated savings, access to markets, goodwill, reputation, business, or loss arising from business disruption or loss or corruption of data, or penalties imposed by third parties), whether or not such loss, or the possibility of such loss, was foreseeable, could have been contemplated by, or was notified to, the other Party. The provisions of this clause 10 shall survive expiration or termination of this Agreement.