Common use of Liabilities and Indemnities Clause in Contracts

Liabilities and Indemnities. The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their its conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their its insurance maintained pursuant to clauses clause 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any either Party be liable to another the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any the other Party. Subject to Clauses 5.5 and 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 6,8,10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any either Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any either Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The In the event of any claim or proceeding in respect of personal injury made or brought against the Participating Organisation by a Clinical Trial Subject, the Sponsor shall indemnify the Participating Site Organisation, its Agents and its Agents, against employees in accordance with the terms of the indemnity set out in Appendix 3 hereto. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any reasonable claims, proceedings and related costs, expenses, losses, damages and demands Party in relation to death or personal injury caused by the extent they arise negligence or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in that Party or its performance of this Agreement Agents or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions ofemployees, or the wilful misconduct to restrict or exclude any other liability of the CRO, and/or contracted third party, either Party that cannot be so restricted or excluded in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably requestlaw. In no circumstances shall any either Party be liable to another the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 5.2 and 5.7 5.5 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study Clinical Trial shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional StudyClinical Trial, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Participating Organisation in this respect of its potential liability under Clause 5 5.1 above and such cover shall operate so be for a minimum of [INSERT AMOUNT] as detailed in the certificate of insurance provided by the Sponsor to restrict the Participating Organisation. The Participating Organisation will maintain its membership of the relevant NHS clinical negligence indemnity scheme(s) for the duration of the Clinical Trial. The Sponsor shall produce to the Participating Organisation on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or exclude other evidence concerning the liability indemnity. The Participating Organisation shall produce to the Sponsor on request evidence of its continued membership of the relevant NHS clinical negligence indemnity scheme(s). The terms of insurance, or of the relevant NHS clinical negligence indemnity scheme(s), or the amount of cover, shall not relieve either Party of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in lawliabilities under this Agreement. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The In the event of any claim or proceeding in respect of personal injury made or brought against the Trial Site by a Participant, the Sponsor shall indemnify the Participating Site Trial Site, its Agents and its Agents, against employees in accordance with the terms of the indemnity set out in Appendix 3 hereto. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any reasonable claims, proceedings and related costs, expenses, losses, damages and demands Party in relation to death or personal injury caused by the extent they arise negligence or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in that Party or its performance of this Agreement Agents or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions ofemployees, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement to restrict or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect exclude any other liability of any claims brought by Party that cannot be so restricted or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably requestexcluded in law. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation Trial Site is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. The CRO expressly disclaims any liability in connection with Investigational Medical Device(s) caused by or allegedly caused by the use or misuse of the Investigational Medical Device(s) other than liability for death, personal injury or loss of or damage to property which liability is the result of negligence on the part of the CRO. Subject to Clauses 5.6 5.2 and 5.7 5.5 the Participating OrganisationTrial Site’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation Trial Site in connection with the performance of the Non-Interventional Study Clinical Investigation shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation Trial Site under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation Trial Site for the purposes of the Non-Interventional StudyClinical Investigation, the Participating OrganisationTrial Site’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Investigation. In respect of any wilful and/or and / or deliberate breach by the Participating OrganisationTrial Site, or any breach of Clauses 6, 8, 10 or 11 the Participating OrganisationTrial Site’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing For clarity, the “value of the Agreement” is the total sum of the amounts specified in this Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Investigation. The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trial Site in respect of its potential liability under Clause 5 5.1 above and such cover shall operate so be for a minimum of [INSERT AMOUNT] as detailed in the certificate of insurance provided by the Sponsor or CRO to restrict the Trial Site. The Trial Site will maintain its membership of the relevant NHS clinical negligence indemnity scheme(s) for the duration of the Clinical Investigation. The Sponsor shall produce to the Trial Site on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or exclude other evidence concerning the liability indemnity. The Trial Site shall produce to the Sponsor or CRO on request evidence of its continued membership of the relevant NHS clinical negligence indemnity scheme(s). The terms of insurance, or of the relevant NHS clinical negligence indemnity scheme(s), or the amount of cover, shall not relieve any Party of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in lawliabilities under this Agreement. Nothing in this Agreement will operate to limit or exclude any liability for fraud. Data Protection The Parties agree: To comply with all Data Protection Laws and Guidance in Processing the Personal Data of actual and potential Participants. This Clause 6 is in addition to and does not replace, relieve or remove a Party’s obligations or rights under the Data Protection Laws and Guidance. When a Party is Processing Personal Data, as Controller, for which another Party is at that time a separate and independent Controller, to promptly and without undue delay, notify and inform that other Party in the event of any Personal Data Breach that relates to that Personal Data.

Liabilities and Indemnities. The In the event of any claim or proceeding in respect of personal injury made or brought against the Participating Organisation by a Clinical Trial Subject, the Sponsor shall indemnify the Participating Site Organisation, its Agents and its Agents, against employees in accordance with the terms of the indemnity set out in Appendix 3 hereto. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any reasonable claims, proceedings and related costs, expenses, losses, damages and demands Party in relation to death or personal injury caused by the extent they arise negligence or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in that Party or its performance of this Agreement Agents or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions ofemployees, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement to restrict or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect exclude any other liability of any claims brought by Party that cannot be so restricted or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably requestexcluded in law. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. The CRO expressly disclaims any liability in connection with Investigational Drugs caused by or allegedly caused by the use or misuse of the Investigational Drugs other than liability for death, personal injury or loss of or damage to property which liability is the result of negligence on the part of the CRO. Subject to Clauses 5.6 5.2 and 5.7 5.5 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study Clinical Trial shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional StudyClinical Trial, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Participating Organisation in this respect of its potential liability under Clause 5 5.1 above and such cover shall operate so be for a minimum of [INSERT AMOUNT] as detailed in the certificate of insurance provided by the Sponsor or CRO to restrict the Participating Organisation. The Participating Organisation will maintain its membership of the relevant NHS clinical negligence indemnity scheme(s) for the duration of the Clinical Trial. The Sponsor shall produce to the Participating Organisation on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or exclude other evidence concerning the liability indemnity. The Participating Organisation shall produce to the Sponsor or CRO on request evidence of its continued membership of the relevant NHS clinical negligence indemnity scheme(s). The terms of insurance, or of the relevant NHS clinical negligence indemnity scheme(s), or the amount of cover, shall not relieve any Party of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in lawliabilities under this Agreement. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The In the event of any claim or proceeding in respect of personal injury made or brought against the Trial Site by a Participant, the Sponsor shall indemnify the Participating Site Trial Site, its Agents and its Agents, against employees in accordance with the terms of the indemnity set out in Appendix 3 hereto. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any reasonable claims, proceedings and related costs, expenses, losses, damages and demands Party in relation to death or personal injury caused by the extent they arise negligence or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in that Party or its performance of this Agreement Agents or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions ofemployees, or the wilful misconduct to restrict or exclude any other liability of the CRO, and/or contracted third party, either Party that cannot be so restricted or excluded in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably requestlaw. In no circumstances shall any either Party be liable to another the other Party in contract, tort or delict (if the Participating Organisation Trial Site is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 5.2 and 5.7 5.5 the Participating OrganisationTrial Site’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation Trial Site in connection with the performance of the Non-Interventional Study Clinical Trial shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation Trial Site under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation Trial Site for the purposes of the Non-Interventional StudyClinical Trial, the Participating OrganisationTrial Site’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Trial. In respect of any wilful and/or and / or deliberate breach by the Participating OrganisationTrial Site, or any breach of Clauses 6, 8, 10 or 11 the Participating OrganisationTrial Site’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing For clarity, the “value of the Agreement” is the total sum of the amounts specified in this Appendix 4 based on the full enrolment of Participants for the full period of the Clinical Trial. The Sponsor will take out appropriate insurance cover or will provide an indemnity satisfactory to the Trial Site in respect of its potential liability under Clause 5 5.1 above and such cover shall operate so be for a minimum of [INSERT AMOUNT] as detailed in the certificate of insurance provided by the Sponsor to restrict the Trial Site. Where the Trial Site is established in England, the Clinical Negligence Scheme for General Practice will provide cover for clinical negligence in the conduct of the Clinical Trial. For Trial Sites established in Northern Ireland, Scotland or exclude Wales, the liability Trial Site represents that its Principal Investigator and Personnel shall have adequate insurance or indemnity arrangements in place to cover against clinical negligence in the conduct of the Clinical Trial, until the completion of the Clinical Trial. The Sponsor shall produce to the Trial Site on request, copies of insurance certificates, together with evidence that the policies to which they refer remain in full force and effect, or other evidence concerning the indemnity. If the Trial Site is established in Northern Ireland, Scotland or Wales it shall produce to the Sponsor on request evidence of appropriate insurance or indemnity. The terms of insurance, or of the relevant NHS clinical negligence indemnity scheme(s), or the amount of cover, shall not relieve either Party of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in lawliabilities under this Agreement. Nothing in this Agreement will operate to limit or exclude any liability for fraud. Data Protection The Parties agree: To comply with all Data Protection Laws and Guidance in Processing the Personal Data of actual and potential Participants. This Clause 6 is in addition to and does not replace, relieve or remove a Party’s obligations or rights under the Data Protection Laws and Guidance. When one Party is Processing Personal Data, as Controller, for which the other Party is at that time a separate and independent Controller, to promptly and without undue delay, notify and inform that other Party in the event of any Personal Data Breach that relates to that Personal Data.

Liabilities and Indemnities. The Sponsor Neither Party shall indemnify hold the Participating Site and its Agentsother liable for any damages, against any reasonable claimsdispute or injury arising during the undertaking of the Research unless caused by the wilful act, proceedings and related costsnegligence or default of an employee, expensesstudent, lossesdirector, damages and demands representative, consultant or agent of that Party. Nor shall one Party be liable to the extent they arise other for any claims or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance demands arising out of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and its Agents, against any reasonable claims, proceedings whether by breach or by negligence and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party whether in contract, tort or delict (if otherwise. Each Party shall fully and effectively indemnify the Participating Organisation is constituted other Party and its employees, students, directors, consultants, representatives and agents and keep them fully and effectively indemnified for liabilities arising from its own acts, omissions or defaults under this Agreement, including but not limited to, all liabilities arising from actions by third parties participating in Scotland) the Research (including negligence human subjects and/or their legal guardians), clinical activity involving the use of its products or breach of statutory duty) items on human subjects and the use to which it or otherwise howsoever arising a third party puts Research IP or whatever Background IP belonging to the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to Clauses 5.6 mitigate losses it may incur that are covered by indemnities provided by the other Party. The College shall carry out the Research in accordance with accepted scientific and/or academic principles and 5.7 standards and shall endeavour to ensure the Participating Organisation’s liability accuracy of the results of the Research. However, the Parties recognise that this Agreement provides for the carrying out of student-based, experimental research and that Research IP or Background IP may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore, the College does not undertake that the Research will provide specific results or provide data which can be used for a particular purpose, and any Research IP, Background IP, information or materials which the College provides under this Agreement are supplied ‘as is’ and without any express or implied warranties, representations or undertakings. The College shall not be liable for the consequences or effects of any use to which XXXX or any third party may put Research IP, except to the Sponsor and CRO arising out extent that such claims arise from the proven negligence or default of the College or its employees, students, representatives, consultants or agents. XXXX undertakes to make no claim in connection with any breach of this Agreement or its subject matter against any act employees, students, agents or omission appointees of the Participating Organisation in connection with College (apart from claims based on fraud or willful misconduct). This undertaking is intended to give protection to individual researchers and officers, and does not prejudice any right which XXXX might have to claim against the performance College. For the avoidance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Studydoubt, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear terms and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing conditions in this Agreement will operate are agreed to limit be in lieu of any warranties, obligations or exclude conditions implied by law, trade usage, custom or otherwise as to the merchantable quality or the fitness for any liability for fraudparticular purpose of the services or items being supplied hereunder.

Liabilities and Indemnities. The Sponsor Service Provider shall indemnify the Participating Site and its Agents, keep SCI indemnified in full against any reasonable claims, proceedings and related all costs, expenses, losses, damages and demands losses (whether direct or indirect), including but not limited to the extent they arise any full or result from the negligent acts or omissions of, or the wilful misconduct partial loss of any amount of the SponsorBeneficiary Funds, and/or contracted third partyinterest, in its performance of this Agreement penalties, and legal and other professional fees and expenses awarded against or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise incurred or paid by SCI as a result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any with: the Service Provider’s and/or its employees, agents or subcontractors’ breach or negligent performance or non-performance of this Agreement Agreement; any infringement of any third party’s Intellectual Property Rights or any act or omission other rights arising out of the Participating Organisation in connection with the performance use or supply of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes products of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of Services; any wilful and/or deliberate breach claim made against SCI by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO a third party arising out of or in connection with the breach shall not exceed two times the value provision of the AgreementServices, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Service Provider, its employees, agents or subcontractors; any claim made against SCI by a third party for death, personal injury or damage to property arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this Agreement by the Service Provider, its employees, agents or subcontractors. Notwithstanding any other provision of this Agreement to the contrary, in no event shall a Party be liable to the other for any claims arising out of or relating to loss of revenue, loss of profits or business opportunities, any incidental, punitive, indirect or consequential damages, whether under contract, tort or otherwise. Nothing in this Clause 5 Agreement shall operate so as to restrict limit or exclude either Party’s liability: for any loss to the liability of any Party in relation to extent it is caused by fraud, dishonesty or deceit; for death or personal injury caused by the negligence or wilful misconduct of that Party its (or its Agents agents’) negligence; or employees, or to restrict or exclude any other liability of any Party that canmay not otherwise be so restricted limited or excluded in by applicable law. Nothing in All indemnities contained within this Agreement will operate to limit or exclude any liability for fraudshall survive the termination of this Agreement, howsoever occurring.

Liabilities and Indemnities. The Sponsor shall indemnify the Participating Site Organisation and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement and / or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their its conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study SubjectParticipant. The Sponsor and the CRO shall provide the Participating Site Organisation such evidence of their its insurance maintained pursuant to clauses Clause 5.1 and 5.2 as the Participating Site Organisation shall from time to time reasonably request. In no circumstances shall any either Party be liable to another the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any the other Party. Subject to Clauses 5.5 and 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 2 based on the full enrolment of Non-Interventional Study Participants for the full period of the Non-Interventional Study. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or and / or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. For clarity, the “value of the Agreement” is the total sum of the amounts specified in Appendix 2 based on the full enrolment of Non-Interventional Study Participants for the full period of the Non-Interventional Study. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any either Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any either Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The Sponsor Neither Party shall indemnify hold the Participating Site and its Agentsother liable for any damages, against any reasonable claimsdispute or injury arising during the undertaking of the Research unless caused by the wilful act, proceedings and related costsnegligence or default of an employee, expensesstudent, lossesdirector, damages and demands representative, consultant or agent of that Party. Nor shall one Party be liable to the extent they arise other for any claims or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance demands arising out of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and its Agents, against any reasonable claims, proceedings whether by breach or by negligence and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their insurance maintained pursuant to clauses 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party whether in contract, tort or delict (if otherwise. Each Party shall fully and effectively indemnify the Participating Organisation is constituted other Party and its employees, students, directors, consultants, representatives and agents and keep them fully and effectively indemnified for liabilities arising from its own acts, omissions or defaults under this Agreement, including but not limited to, all liabilities arising from actions by third parties participating in Scotland) the Research (including negligence human subjects and/or their legal guardians), clinical activity involving the use of its products or breach of statutory duty) items on human subjects and the use to which it or otherwise howsoever arising a third party puts Research Intellectual Property or whatever Background Intellectual Property belonging to the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to Clauses 5.6 mitigate losses it may incur that are covered by indemnities provided by the other Party. King’s shall carry out the Research in accordance with accepted scientific and/or academic principles and 5.7 standards and shall endeavour to ensure the Participating Organisationaccuracy of the results of the Research. However, the Parties recognise that this Agreement provides for the carrying out of student-based, experimental research and that Research Intellectual Property or Background Intellectual Property may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore King’s liability does not undertake that the Research will provide specific results or provide data which can be used for a particular purpose, and any Research Intellectual Property, Background Intellectual Property, information or materials which King’s provides under this Agreement are supplied ‘as is’ and without any express or implied warranties, representations or undertakings. King’s shall not be liable for the consequences or effects of any use to which XXXX or any third party may put Research Intellectual Property, except to the Sponsor and CRO arising out extent that such claims arise from the proven negligence or default of King’s or its employees, students, representatives, consultants or agents. XXXX undertakes to make no claim in connection with any breach of this Agreement or its subject matter against any act employees, students, agents or omission appointees of King’s (apart from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers and officers, and does not prejudice any right which XXXX might have to claim against King’s. To the fullest extent permitted by law the terms and conditions in this Agreement are agreed to be in place of any warranties, obligations or conditions implied by law, trade usage, custom or otherwise as to the merchantable quality or the fitness for any particular purpose of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor services or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in lawitems being supplied hereunder. Nothing in this Agreement will operate to limit limits or exclude excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability for fraudthat by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreement.

Liabilities and Indemnities. The Sponsor Sponsor, CRO, and / or their contracted third party shall indemnify the Participating Site Organisation and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or and / or their contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study SubjectParticipant. The Sponsor and the CRO shall provide the Participating Site Organisation such evidence of their insurance maintained pursuant to clauses Clause 5.1 and 5.2 as the Participating Site Organisation shall from time to time reasonably request. In no circumstances shall any Party be liable to another Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any other Party. Subject to Clauses 5.5 and 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. For clarity, the “fees payable” are the total sum of the amounts specified in Appendix 2 based on the full enrolment of Non-Interventional Study Participants for the full period of the Non-Interventional Study. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or and / or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. For clarity, the “value of the Agreement” is the total sum of the amounts specified in Appendix 2 based on the full enrolment of Non-Interventional Study Participants for the full period of the Non-Interventional Study. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud.

Liabilities and Indemnities. The Sponsor shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the Sponsor, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The CRO shall indemnify the Participating Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of the CRO, and/or contracted third party, in its performance of this Agreement or in connection with the Non-Interventional Study. The Sponsor and the CRO shall maintain all proper insurance arrangements to cover liabilities arising from their its conduct in the Non-Interventional Study, in respect of any claims brought by or on behalf of a Non-Interventional Study Subject. The Sponsor and the CRO shall provide the Participating Site such evidence of their its insurance maintained pursuant to clauses clause 5.1 and 5.2 as the Participating Site shall from time to time reasonably request. In no circumstances shall any either Party be liable to another the other Party in contract, tort or delict (if the Participating Organisation is constituted in Scotland) (including negligence or breach of statutory duty) or otherwise howsoever arising or whatever the cause thereof, for any loss of profit, business, reputation, contracts, revenues or anticipated savings or for any special, indirect or consequential damage of any nature, which arises directly or indirectly from any default on the part of any the other Party. Subject to Clauses 5.5 and 5.6 and 5.7 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with any breach of this Agreement or any act or omission of the Participating Organisation in connection with the performance of the Non-Interventional Study shall in no event exceed the amount of fees payable by the Sponsor or CRO to the Participating Organisation under this Agreement. [DELETE IF NOT APPLICABLE] In the case of equipment loaned to the Participating Organisation for the purposes of the Non-Interventional Study, the Participating Organisation’s liability for loss or damage to this equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the value of the equipment. In respect of any wilful and/or deliberate breach by the Participating Organisation, or any breach of Clauses 6, 8, 10 6,8,10 or 11 the Participating Organisation’s liability to the Sponsor and CRO arising out of or in connection with the breach shall not exceed two times the value of the Agreement. Nothing in this Clause 5 shall operate so as to restrict or exclude the liability of any either Party in relation to death or personal injury caused by the negligence or wilful misconduct of that Party or its Agents or employees, or to restrict or exclude any other liability of any either Party that cannot be so restricted or excluded in law. Nothing in this Agreement will operate to limit or exclude any liability for fraud. Data Protection The Parties agree: To comply with all Data Protection Laws and Guidance in Processing the Personal Data of Non-Interventional Study Subjects. This Clause 6 is in addition to and does not replace, relieve or remove a Party’s obligations or rights under the Data Protection Laws and Guidance. When one Party is Processing Personal Data, as Controller, for which the other Party is at that time a separate and independent Controller, to promptly and without undue delay, notify and inform that other Party in the event of any Personal Data Breach that relates to that Personal Data.