Common use of Liabilities and Indemnities Clause in Contracts

Liabilities and Indemnities. Neither Party shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party shall fully and effectively indemnify the 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the 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 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 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 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 this Agreement or its subject matter against any employees, students, agents or 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreement.

Liabilities and Indemnities. Neither Party shall hold 18.1 You agree to bear the other liability where supporting documents supplied by You to Bamboo are not correct. 18.2 You agree to indemnify Bamboo in the event of any lawsuit, claim or sanction that may arise from the T & C by reason of any information You supplied to Bamboo. 18.3 You agree that neither Bamboo nor its directors, employees, agents, advisors or consultants (each an “Indemnified Party”) will be liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party shall fully and effectively indemnify the 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 the Research you (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the 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 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 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 Propertyperson claiming through you) might suffer in connection with the T & C or your Investment, except to the extent that such claims arise loss resulted from the proven such Indemnified Party's gross negligence or default willful misconduct as determined in a final, non-appealable judgement of King’s or its employees, students, representatives, consultants or agentsa court of competent jurisdiction. XXXX undertakes Any such claim will be limited to make no claim reasonably foreseeable losses arising directly from Xxxxxx's actions undertaken in connection with this Agreement your Investment, and will not include lost profits or its subject matter indirect or consequential or punitive damages. 18.4 You also agree to indemnify and hold harmless each Indemnified Party against any employeesloss, studentsclaim, agents damage or appointees of King’s liability (apart “Loss”) to which such Indemnified Party may become subject in connection with or arising from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers and officersthe Indemnified Party's activities as contemplated under the T & C, in connection with your Investment, and does to reimburse such Indemnified Party for all expenses, including any legal expenses, incurred by such Indemnified Party in connection therewith or with the investigation or defense thereof; provided, however, that You shall not prejudice any right which XXXX might have to claim against King’s. To the fullest extent permitted by law the terms and conditions be liable in this Agreement are agreed to be in place resect of any warranties, obligations or conditions implied by law, trade usage, custom or otherwise as Loss to the merchantable quality or the fitness for any particular purpose extent that such Loss resulted from our breach of the services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage T & C caused by such Indemnified Party's gross negligence or willful misconduct as determined in a deliberate breach final, non-appealable judgment in a court of this Agreementcompetent jurisdiction.

Liabilities and Indemnities. Neither Party shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party shall fully and effectively indemnify the 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property IP or Background Intellectual Property IP belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to mitigate losses it may incur that are covered by indemnities provided by the other Party. King’s The College shall carry out the Research in accordance with accepted scientific and/or academic principles and standards and shall endeavour to ensure the 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 Intellectual Property IP or Background Intellectual Property IP may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore King’s 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 Intellectual PropertyIP, Background Intellectual PropertyIP, information or materials which King’s the College provides under this Agreement are supplied ‘as is’ and without any express or implied warranties, representations or undertakings. King’s The College shall not be liable for the consequences or effects of any use to which XXXX or any third party may put Research Intellectual PropertyIP, except to the extent that such claims arise from the proven negligence or default of King’s the College or its employees, students, representatives, consultants or agents. XXXX undertakes to make no claim in connection with this Agreement or its subject matter against any employees, students, agents or appointees of King’s the College (apart from claims based on fraud or wilful 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 King’sthe College. To For the fullest extent permitted by law avoidance of doubt, the terms and conditions in this Agreement are agreed to be in place lieu 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreement.

Liabilities and Indemnities. 6.1 Neither Party shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. The provisions of this clause 6.1 notwithstanding, the College undertakes that its Research Personnel, including but not necessarily limited to INSERM (Institut national de la santé et de la recherche médicale at the French National Institute of Health and Medical Research) are in compliance with the confidentiality provisions in this Agreement, and shall not have any rights to any IP related to this agreement. 6.2 Each Party shall fully and effectively indemnify the 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property IP or Background Intellectual Property IP belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to mitigate losses it may incur that are covered by indemnities provided by the other Party. King’s . 6.3 The Parties shall carry out the Research in accordance with accepted scientific and/or academic principles and standards and shall endeavour to ensure the 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 Intellectual Property IP or Background Intellectual Property IP may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore King’s does the Parties do not undertake that the Research will provide specific results or provide data which can be used for a particular purpose, and any Research Intellectual PropertyIP, Background Intellectual PropertyIP, information or materials which King’s a Party provides under this Agreement are supplied ‘as is’ and without any express or implied warranties, representations or undertakings. King’s A Party shall not be liable for the consequences or effects of any use to which XXXX the other Party or any third party may put Research Intellectual PropertyIP, except to the extent that such claims arise from the proven negligence or default of King’s the providing Party or its employees, students, representatives, consultants or agents. XXXX undertakes . 6.4 The Parties undertake to make no claim in connection with this Agreement or its subject matter against any employees, students, agents or appointees of King’s the other Party (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 the Parties might have to claim against King’s. the other Party. 6.5 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either of Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreement.

Liabilities and Indemnities. Neither Party (a) Except as otherwise expressly provided for herein, and subject to Subclauses 19(c) and 19(d), the Vendor, after Closing, shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other Purchaser for all Losses which the Purchaser may suffer and, in addition, shall indemnify and save harmless the Purchaser, its directors, officers, employees, agents, successors and assigns from and against any Losses which arise or are directly attributable to any breach of any representation or warranty made by the Vendor herein excepting to the extent such Losses are caused by the gross negligence or wilful default of the Purchaser, its successors or assigns, provided however that written notice of a claim hereunder together with reasonable particulars must have been provided by the Purchaser to the Vendor within eighteen (18) months of the Closing Date. The indemnity granted herein by the Vendor is not a title warranty and does not provide an extension of any representation or warranty contained in Clause 10. (b) Except as otherwise expressly provided for herein, the Purchaser, after Closing, shall be liable to the Vendor for all Losses which the Vendor may suffer and, in addition, shall indemnify and save harmless the Vendor, its directors, officers, employees, agents, successors and assigns from and against any Losses pertaining to the Assets and occurring or accruing on or after the Closing Date excepting to the extent such Losses are caused by the gross negligence or wilful default of the Vendor and its successors or assigns. (c) The Parties agree that all costs, expenses, risks, liabilities and obligations respecting the abandonment of any Xxxxx which are part of the Assets; closure, decommissioning, dismantling and removing the Tangibles and restoration, remediation and reclamation of all Sites and the lands to which the Surface Rights relate, shall be borne and paid for solely by the Purchaser. The Purchaser shall, in respect thereof, indemnify, defend and save harmless the Vendor, its directors, officers, employees, agents, successors and assigns from and against any claims or demands arising out of this Agreement by any person for or the Research for loss of incomeresulting in expense, profitsliability, turnover, business, opportunity, reputation, goodwill, economic loss, costs, claims or damages, direct or indirect loss (including the effects of, and the costs of complying with any order, direction, or consequential lossclaim of any government, no matter how arising or agency, department, official or tribunal thereof having jurisdiction) pertaining to the foregoing operations conducted or failed to be conducted by the Purchaser. (d) The Purchaser shall, after Closing, be liable to the Vendor for all Environmental Liabilities, regardless of the date on which they may have occurred or from which they may have accrued, which the Vendor, its directors, officers, employees, agents, successors and assigns may suffer, sustain, pay or incur and, in addition, shall indemnify, defend and save harmless the Vendor, its directors, officers, employees, agents, successors and assigns from and against any claims or demands by any person for any Environmental Liability. The Purchaser shall not be entitled to exercise and hereby waives any rights or remedies which the Purchaser may now or in the future have against the Vendor in respect of Environmental Liabilities, whether by breach pursuant to common law or by negligence and whether in contract, tort statute or otherwise. Each Party shall fully and effectively indemnify , including, without limitation, the other Party and right to name the Vendor, its directors, officers, employees, studentsagents, directors, consultants, representatives successors 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or assigns as a third party puts Research Intellectual Property or Background Intellectual Property belonging to any action by any Third Party against the Purchaser. (e) Subject to the other Party. Notwithstanding any other provision terms of the Promissory Notes to be entered pursuant to the terms of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the accuracy total of the results liabilities and indemnities of the Research. HoweverVendor, the Parties recognise that this Agreement provides for the carrying out of student-based, experimental research its successors 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 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 assigns under this Agreement are supplied ‘as is’ or any document delivered pursuant hereto (including, without limitation, claims relating to its covenants, representations, warranties and without any express or implied warranties, representations or undertakings. King’s indemnities) shall not be liable for exceed the consequences or effects of any use to which XXXX or any third party may put Research Intellectual Property, except to the 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 this Agreement or its subject matter against any employees, students, agents or 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this AgreementPurchase Price.

Liabilities and Indemnities. Neither (1) In relation to any article or service normally available from You as a COTS item or service, You are liable and shall indemnify Us for all liabilities and costs if You or Your suppliers infringe any IPR owned by a Third Party when doing the work under the Contract or Our use in accordance with this Contract infringes any such IPR, whether done by Us or Our contractors. (2) We shall hold indemnify You against all fees, compensation and costs resulting directly from any: i) authorisation given to use a UK patent or UK registered design under clause 11 b; ii) infringement by You or Your suppliers of any patent, utility model, registered design or other similar protections outside the other liable UK when doing the work under the Contract, if the infringement is the result of You following a specification, statement of work or instruction in the Contract; iii) infringement or alleged infringement by You or Your suppliers of any copyright, database right, design right or similar protection, or misuse of confidential Information and/or trade secret relating to any item provided by Us for any damages, dispute or injury arising during the undertaking purpose of the Research unless caused by Contract. This only applies when You are using the wilful act, negligence item or default Information for the purpose of an employee, student, director, representative, consultant the Contract. (3) Other than as provided under 11 c (2) You are liable and shall indemnify Us for all liabilities and costs from any infringement of any IPR resulting from the work under the Contract or agent Our use of that Party. Nor shall one Party be rights under this Contract. (4) Neither of Us is liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect consequential loss or consequential lossdamage that arises directly or indirectly from a claim for infringement or alleged infringement of any IPR owned by a Third-Party. (5) If there is a claim made or action brought against either You or Us that appears to relate to an infringement that is the subject of an indemnity or authorisation given under this Contract, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party one shall fully and effectively indemnify promptly notify the other Party and its employeesin writing, studentsgiving full details of the claim. (6) Whichever One of Us benefits from the indemnity or authorisation shall allow the other, directors, consultants, representatives and agents and keep them fully and effectively indemnified for liabilities arising from at its own actsexpense, omissions or defaults under this Agreement, including but not limited to, all liabilities arising from actions by third parties participating in to negotiate for the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the accuracy settlement 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 does not undertake that the Research will provide specific results or provide data which can be used for a particular purposeclaim, and any Research Intellectual Propertylitigation that may arise, Background Intellectual Property, information and shall provide any Information that may be required. (7) Whichever One of Us is notified shall advise the other in writing within 30 days whether or materials which King’s provides under this Agreement are supplied ‘as is’ and without not they shall conduct the negotiations or litigation. (8) Whoever conducts negotiations for the settlement of a claim or any express related litigation shall keep the other party fully informed of progress. (9) Whoever does not conduct the negotiations or implied warranties, representations or undertakings. King’s litigations shall not be liable for make any statement that might harm the consequences settlement or effects defence of such a claim without written consent from the other. (10) We shall cooperate with one another to mitigate any use to which XXXX claim or any third party damage that may put Research Intellectual Property, except to the extent that such claims arise from the proven negligence or default use of King’s or its employees, students, representatives, consultants or agents. XXXX undertakes to make no claim in connection with this Agreement or its subject matter against any employees, students, agents or 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Third- Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this AgreementIPR.

Liabilities and Indemnities. Neither Party The Service Provider shall hold the other liable for keep SCI indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including but not limited to any damages, dispute full or injury arising during the undertaking partial loss of any amount of the Research unless caused Beneficiary Funds, interest, penalties, and legal and other professional fees and expenses awarded against or incurred or paid by SCI as a result of or in connection with: the Service Provider’s and/or its employees, agents or subcontractors’ breach or negligent performance or non-performance of this Agreement; any infringement of any third party’s Intellectual Property Rights or other rights arising out of the use or supply of the products of the Services; any claim made against SCI by a third party 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 wilful actService Provider, negligence its employees, agents or default subcontractors; any claim made against SCI by a third party for death, personal injury or damage to property arising out of an employeeor in connection with the provision of the Services, studentto the extent that such claim arises out of the breach, directornegligent performance or failure or delay in performance of this Agreement by the Service Provider, representativeits employees, consultant agents or agent subcontractors. Notwithstanding any other provision of that Party. Nor this Agreement to the contrary, in no event shall one a Party be liable to the other for any claims or demands arising out of this Agreement or the Research for relating to loss of incomerevenue, profitsloss of profits or business opportunities, turnoverany incidental, business, opportunity, reputation, goodwill, economic losspunitive, indirect loss or consequential lossdamages, no matter how arising and whether by breach or by negligence and whether in under contract, tort or otherwise. Each Party Nothing in this Agreement shall fully and effectively indemnify the other Party and its employees, students, directors, consultants, representatives and agents and keep them fully and effectively indemnified limit or exclude either Party’s liability: 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging any loss to the other Partyextent it is caused by fraud, dishonesty or deceit; for death or personal injury caused by its (or its agents’) negligence; or that may not otherwise be limited or excluded by applicable law. Notwithstanding any other provision All indemnities contained within this Agreement shall survive the termination of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the 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 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 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 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 this Agreement or its subject matter against any employees, students, agents or 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreementhowsoever occurring.

Liabilities and Indemnities. Neither Party shall hold the other liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. 6.1 Each Party shall fully and effectively indemnify the other Party and its employees, students, directors, consultants, third-party contractors, representatives and agents and keep them fully and effectively indemnified for all 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 any of the Research Personnel engaged by an indemnifying Party participating in the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects Collaboration and the use to which it or a third party its Research Personnel puts Research Intellectual Property IP or Background Intellectual Property IP belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to mitigate losses it may incur that are covered by indemnities provided by the other Party. King’s . 6.2 The Parties shall carry out the Research Collaboration in accordance with accepted scientific and/or academic and industry principles and standards and shall endeavour to ensure the accuracy of the results of the Researchresults of the Collaboration. However, the Parties recognise that this Agreement provides for the carrying out of student-based, experimental research and development activities that Research Intellectual Property IP or Background Intellectual Property IP may contain experimental materials, data or processes whose properties and safety may not have been established. Therefore King’s does Therefore, the Parties do not undertake that the Research will provide specific results or provide data which can be used for a particular purpose, and any Research Intellectual PropertyIP, Background Intellectual PropertyIP, information or materials which King’s a Party provides under this Agreement are supplied ‘“as is’ ” and without any express or implied warranties, representations or undertakings. King’s A Party shall not be liable for the consequences or effects of any use to which XXXX the other Party or any third party may put Research Intellectual PropertyIP, except to the extent that such claims arise from the proven negligence or default of King’s the providing Party or its employees, students, representatives, consultants or agents. XXXX undertakes Research Personnel. 6.3 The Parties undertake to make no claim in connection with this Agreement or its subject matter against any employees, students, agents or appointees of King’s the other Party (apart from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers and officers, officers and does not prejudice any right which XXXX the Parties might have to claim against King’s. the other Party. 6.4 To the fullest extent permitted by law 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either of Party for death or personal injury, any fraud or for any sort of liability that by law Law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this Agreement.

Liabilities and Indemnities. Neither (a) The Contractor and Contractor’s Group shall have no liability to the Requesting Party or Requesting Party’s Group for: (i) any loss or damage caused to any person, property or the environment, of any nature or kind; or (ii) any liability arising as the result of the breach of any statute, regulation, rule, court order or other governmental or administrative decree having the force of law, caused by an act or omission of the Requesting Party or Requesting Party’s Group, or caused by an act or omission of the Contractor or Contractor’s Group unless such act or omission is a result of the negligence of the Contractor or Contractor’s Group and the Contractor or Contractor’s Group are unable to rely on their rights, defences and immunities provided by this Contract or applicable law. (b) The Requesting Party shall indemnify, defend and hold harmless the other liable for any Contractor and Contractor’s Group from and against all claims, losses, damages, dispute or injury arising during costs, expenses, and other liabilities incurred by the undertaking Contractor and Contractor’s Group as a result of the Research unless caused Contractor entering into or carrying out any obligations under this Contract, except where such claims, losses, damages, costs, expenses and other liabilities are incurred by the wilful act, Contractor and Contractor’s Group as a result of the Contractor’s own negligence or default the negligence of an employeethe Contractor’s Group, studentand except to the extent that the Contractor and Contractor’s Group are able to rely on their rights, directordefences and immunities provided by this Contract or applicable law. The Requesting Party and Requesting Party’s Group acknowledge that the Contractor and Contractor’s Group shall not be required to exhaust their resources against any third party as a condition precedent to claiming indemnification under this Clause. (c) Except to the extent that the Contractor and the Contractor’s Group are able to rely on their rights, representativedefences and immunities, consultant the Contractor shall indemnify, defend and hold harmless the Requesting Party and the Requesting Party’s Group from and against all claims, losses, damages, costs, expenses and other liabilities incurred by the Requesting Party or agent Requesting Party’s Group as a result of that Party. Nor the negligence of the Contractor or Contractor’s Group. (d) Notwithstanding any other provision contained in this Contract to the contrary, neither party shall one Party be liable to the other party for, and each party expressly waives and releases the other party and its subcontractors from and against, any punitive, indirect, special, exemplary or consequential damages of any kind including, without limitation, lost profits or loss of use, regardless of the cause and legal theory of recovery, including negligence, gross negligence or wilful misconduct of the party being released, even if the parties hereto have been advised of the possibility of such damages or loss or the damages were within the contemplation of, foreseen by or reasonably foreseeable by the parties. (e) The Contractor’s liability for any claims loss, damage or demands arising out delay sustained by the Requesting Party as a result of this Agreement the Equipment being prevented from working shall be limited to suspension of hire, except where such loss, damage or delay has been caused solely by an act or omission of the Contractor or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Contractor’s Group. (f) The Requesting Party shall fully be responsible for disposal of all oil and effectively indemnify the 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 the Research (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to mitigate losses it may incur that are covered by indemnities provided hazardous substances collected by the other Contractor, and at no time shall the Contractor be considered to have title to or be in possession or control of any oil or hazardous substances, except as the Requesting Party. King’s agent. (g) Nothing in this Contract shall carry out the Research prevent either party from limiting its liability at law. (e) shall apply if, in accordance with accepted scientific and/or academic principles and standards and shall endeavour to ensure the accuracy of the results of the Research. HoweverBox 5(b), 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 parties have been established. Therefore King’s does not undertake agreed that the Research will provide specific results or provide data which can contract shall 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 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 this Agreement or its subject matter against any employees, students, agents or 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 services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage caused by a deliberate breach of this AgreementEquipment hire only.

Liabilities and Indemnities. Neither Party 18.1 You agree to bear the liability where supporting documents supplied by You to Bamboo are not correct. 18.2 You agree to indemnify Bamboo in the event of any lawsuit, claim or sanction that may arise from the T & C by reason of any information You supplied to Bamboo. 18.3 You agree to fully indemnify Bamboo in the event of any lawsuit, claim or regulatory sanctions that may arise, where it is discovered that the source of funds deposited with Bamboo is from a third party, and not You. 18.4 You agree that the liability of Bamboo, at all times, shall hold not extend beyond the other amount deposited by You for the purposes of Investment. 18.5 You agree that neither Bamboo nor its directors, employees, agents, advisors or consultants (each an “Indemnified Party”) will be liable for any damages, dispute or injury arising during the undertaking of the Research unless caused by the wilful act, negligence or default of an employee, student, director, representative, consultant or agent of that Party. Nor shall one Party be liable to the other for any claims or demands arising out of this Agreement or the Research for loss of income, profits, turnover, business, opportunity, reputation, goodwill, economic loss, indirect loss or consequential loss, no matter how arising and whether by breach or by negligence and whether in contract, tort or otherwise. Each Party shall fully and effectively indemnify the 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 the Research you (including human subjects and/or their legal guardians), clinical activity involving the use of its products or items on human subjects and the use to which it or a third party puts Research Intellectual Property or Background Intellectual Property belonging to the other Party. Notwithstanding any other provision of this Agreement, each Party shall use its reasonable endeavours to 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 standards and shall endeavour to ensure the 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 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 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 Propertyperson claiming through you) might suffer in connection with the T & C or your Investment, except to the extent that such claims arise loss resulted from the proven such Indemnified Party's gross negligence or default willful misconduct as determined in a final, non-appealable judgement of King’s or its employees, students, representatives, consultants or agentsa court of competent jurisdiction. XXXX undertakes Any such claim will be limited to make no claim reasonably foreseeable losses arising directly from Xxxxxx's actions undertaken in connection with this Agreement your Investment, and will not include lost profits or its subject matter indirect or consequential or punitive damages. 18.6 You also agree to indemnify and hold harmless each Indemnified Party against any employeesloss, studentsclaim, agents damage or appointees of King’s liability (apart “Loss”) to which such Indemnified Party may become subject in connection with or arising from claims based on fraud or wilful misconduct). This undertaking is intended to give protection to individual researchers and officersthe Indemnified Party's activities as contemplated under the T & C, in connection with your Investment, and does to reimburse such Indemnified Party for all expenses, including any legal expenses, incurred by such Indemnified Party in connection therewith or with the investigation or defense thereof; provided, however, that You shall not prejudice any right which XXXX might have to claim against King’s. To the fullest extent permitted by law the terms and conditions be liable in this Agreement are agreed to be in place resect of any warranties, obligations or conditions implied by law, trade usage, custom or otherwise as Loss to the merchantable quality or the fitness for any particular purpose extent that such Loss resulted from our breach of the services or items being supplied hereunder. Nothing in this Agreement limits or excludes either the liability of either Party for death or personal injury, any fraud or for any sort of liability that by law cannot be limited or excluded, or any loss or damage T & C caused by such Indemnified Party's gross negligence or willful misconduct as determined in a deliberate breach final, non-appealable judgment in a court of this Agreementcompetent jurisdiction.