Common use of LIABILITIES AND INDEMNITY Clause in Contracts

LIABILITIES AND INDEMNITY. 8.1 Liabilities Each party shall assume the responsibility for and will pay all costs and expenses (including reasonable attorneys' fees and expenses of litigation) related to liability, losses or damage to property, including environmental, and injury or death to any persons, including employees of either, incurred in connection with any claims, suits, actions, demands or judgments arising out of (a) any failure by such party to strictly adhere to safety instructions, precautions and information provided by the other party and/or other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials employed under or resulting from this Agreement; (b) any use by such party of information or materials developed under the Research Program or the use, handling, storage or disposal of any Abboxx Xxxpound(s) or RiboGene Compound(s) resulting from the Research Program, except in reliance on a willful or grossly negligent misrepresentation or wrongdoing of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. Each party shall, however, provide the party assuming responsibility with assistance and/or information, at the responsible party's reasonable expense, with respect to any charge, claim, investigation or proceeding. EXCEPT AS SET FORTH IN SECTION 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL INCIDENTAL, OR INDIRECT DAMAGES OF SUCH OTHER PARTY, HOWEVER CAUSED AND/OR ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT.

LIABILITIES AND INDEMNITY. 8.1 Liabilities Each party Nothing in this Clause 3 shall assume operate so as to restrict or exclude the responsibility for and will pay all costs and expenses liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each Party shall provide to the other such evidence of their insurance or equivalent indemnity cover maintained pursuant to Clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. [SINGLE SPONSOR]Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable attorneys' fees and expenses of litigation) related to liability, losses or damage to property, including environmental, and injury or death to any persons, including employees of either, incurred in connection with any claims, suitsproceedings and related costs, actionsexpenses, losses, damages and demands (“Claims”) to the extent they arise or judgments arising out of (a) any failure by such party to strictly adhere to safety instructionsresult from the negligent acts or omissions of, precautions and information provided by the other party and/or other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials employed under or resulting from this Agreement; (b) any use by such party of information or materials developed under the Research Program or the use, handling, storage or disposal of any Abboxx Xxxpound(s) or RiboGene Compound(s) resulting from the Research Program, except in reliance on a willful or grossly negligent misrepresentation or wrongdoing wilful misconduct of the other Sponsor, and/or contracted third party; or (c) any noncompliance or breach , in its performance of this Agreement or other willful in connection with the Study. OR [CO-SPONSORS]Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the legal entities that comprise the Sponsor, as specified on page 1 hereof (“Co-Sponsor Institutions”), shall each indemnify the Participating Site and its Agents against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) in accordance with the applicable Co-Sponsor institution’s responsibilities as specified in Schedule 2 and to the extent that the Claims arise or result from the respective negligent act acts of, or omission on omissions or wilful misconduct of a Co-Sponsor Institution, and/ or contracted third party, in its part in the respective performance of activities and/or obligations under this AgreementAgreement or in connection with the Study. Each party shallFor the avoidance of doubt, however, provide the party assuming responsibility with assistance and/or information, at the responsible party's reasonable expense, with respect to any charge, claim, investigation or proceedingCo-Sponsor institutions’ liability is not joint and several. EXCEPT AS SET FORTH IN SECTION 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL INCIDENTAL, OR INDIRECT DAMAGES OF SUCH OTHER PARTY, HOWEVER CAUSED AND/OR ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT.OR

LIABILITIES AND INDEMNITY. 8.1 Liabilities Each party Nothing in this clause 3 shall assume operate so as to restrict or exclude the responsibility for and will pay all costs and expenses liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not a member of an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is an NHS organisation and is a member of an NHS Indemnity Scheme, it shall maintain its membership therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each Party shall provide to the other such evidence of their insurance or equivalent indemnity cover maintained pursuant to clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of one of the NHS Indemnity Schemes. Subject to clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Participating Site and its Agents, against any reasonable attorneys' fees claims, proceedings and expenses related costs, expenses, losses, damages and demands (“Claims”) to the extent they arise or result from the negligent acts or omissions of, or the wilful misconduct of litigation) related to liabilitythe Sponsor, losses and/or contracted third party, in its performance of this Agreement or damage to property, including environmental, and injury or death to any persons, including employees of either, incurred in connection with the Study. Subject to clauses 3.3, 3.5, 3.6 and 3.8, the Participating Site shall indemnify the Sponsor 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 Participating Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under clauses 3.3 or 3.4 shall not apply to the extent any claims, suitsproceedings and related costs, actionsexpenses, losses, damages or demands arise or judgments result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party. The indemnity under clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Participating Site carrying out a treatment or procedure that would be routinely undertaken at or for that Participating Site as part of National Health Service treatment; or Participating Site preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (aincluding costs and expenses) any failure by such party to strictly adhere to safety instructions, precautions and information provided by the other party and/or other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials employed under (“Loss”) arising or resulting from this AgreementAgreement and: All Parties are NHS bodies as defined in Section 9(4) of the National Health Service Xxx 0000 or Section 17 of the National Health Service (Scotland) Xxx 0000 or Section 7 (4) of the NHS (Wales) Xxx 0000 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate; or One or more Party is a NHS body and the other Party (bies) any use is a NHS Foundation Trust; or All Parties are NHS Foundation Trusts; Then clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland and are indemnified by such party the same Indemnity Scheme (being one of information or materials developed under the Research Program NHS Litigation Authority clinical negligence or the useWelsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, handling, storage or disposal of any Abboxx Xxxpound(s) or RiboGene Compound(s) resulting then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the Research Programother Party (ies). Where the other Party (ies) caused or contributed to the Loss, except it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in reliance on a willful or grossly negligent misrepresentation or wrongdoing determining the future levies of all Parties in respect of the other partyindemnity schemes. If: The Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or (c) any noncompliance All Parties are NHS bodies in Scotland; or breach The Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom; Then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with clause 15.5 of this Agreement or other willful or negligent act or omission on its part in the performance of activities and/or obligations under this Agreement. Each party shall, however, provide If one or more Parties are NHS Foundation Trusts and the party assuming responsibility with assistance and/or information, at Party incurring the Loss is not responsible party's reasonable expense, with for all or part of the Loss and is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to any charge, claim, investigation or proceeding. EXCEPT AS SET FORTH IN SECTION 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL INCIDENTAL, OR INDIRECT DAMAGES OF SUCH OTHER PARTY, HOWEVER CAUSED AND/OR ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENTrecover the Loss from the other Party (ies) pursuant to the provisions of this Agreement.

LIABILITIES AND INDEMNITY. 8.1 Liabilities Nothing in this Clause 3 shall operate so as to restrict or exclude the liability of a Party in relation to statutory or regulatory liability (including but not limited to breach of the Data Protection Legislation), death or personal injury caused by the negligence or wilful misconduct of that Party or its Agent(s), fraud or fraudulent misrepresentation or to restrict or exclude any other liability of a Party which cannot be so restricted or excluded in law. Where a Party is a non-NHS organisation, or an NHS organisation that is not covered by an NHS Indemnity Scheme, then that Party shall maintain all proper insurance or equivalent indemnity arrangements to cover liabilities arising from its participation in the Study, in respect of any claims brought by or on behalf of a Participant. Where the Party is covered by an NHS Indemnity Scheme, it shall maintain its cover therein or otherwise ensure it has appropriate cover against claims arising as a result of clinical negligence by the Party and/or its Agents brought by or on behalf of the Participants. Each party Party shall assume provide to the other such evidence of their insurance or equivalent indemnity cover maintained pursuant to Clause 3.2 as the other Party shall from time to time reasonably request, such evidence might comprise confirmation that an NHS organisation is a member of, or otherwise covered by, one of the NHS Indemnity Schemes. Subject to Clauses 3.4, 3.5, 3.6, 3.7 and 3.8, the Sponsor shall indemnify the Trial Site and its Agents, against any reasonable claims, proceedings and related costs, expenses, losses, damages and demands (“Claims”) 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 Study. Subject to Clauses 3.3, 3.5, 3.6 and 3.8, the Trial Site shall indemnify the Sponsor and its respective 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 Trial Site, or its Agents, in its performance of this Agreement or in connection with the Study. An indemnity under Clauses 3.3 or 3.4 shall only apply if the indemnified Party: informs the Party providing the indemnity in writing as soon as reasonably practicable following receipt of notice of the claim or proceedings; upon the indemnifying Party’s request and at the indemnifying Party’s cost gives the indemnifying Party full control of the claim or proceedings and provides all reasonable assistance; and makes no admission in respect of such claim or proceedings other than with the prior written consent of the indemnifying Party. Any indemnity under Clauses 3.3 or 3.4 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from the negligent acts or omissions or wilful misconduct or breach of statutory duty of the indemnified Party, or its Agent(s). The indemnity under Clause 3.3 shall not apply to the extent any claims, proceedings and related costs, expenses, losses, damages or demands arise or result from: Trial Site, or its Agent(s), carrying out a treatment or procedure that would be routinely undertaken at or for that Trial Site as part of National Health Service treatment; or Trial Site, or its Agent(s), preparing, manufacturing or assembling any medicinal product, medical device or other equipment which is not done in accordance: with the Protocol; or with written instructions of the manufacturer; or (where such instructions differ from the instructions of the manufacturer) other written instructions of the Sponsor. No Party shall be liable to another in contract, tort/delict, breach of statutory duty or otherwise for any loss of profits, revenue, reputation, business opportunity, contracts, or any indirect, consequential or economic loss arising directly or indirectly out of or in connection with this Agreement. If a Party incurs any loss or damage (including costs and expenses) (“Loss”) arising or resulting from this Agreement and: all Parties are NHS bodies as defined in Section 9(4) of the National Health Service Act 2006 or Section 17 of the National Health Service (Scotland) Act 1978 or Section 7 (4) of the NHS (Wales) Act 2006 or Articles 16 and 26 of the Health and Personal Social Services (Northern Ireland) Order 1972, which established the Boards and Central Services Agency respectively and Article 10 of the Health and Personal Social Services (Northern Ireland) Order 1991: which established Trusts in Northern Ireland as appropriate, or are otherwise bodies covered by an NHS Indemnity Scheme; or one or more Party is a NHS body or otherwise covered by an NHS Indemnity Scheme and the other Party(ies) is a NHS Foundation Trust; or all Parties are NHS Foundation Trusts; then Clauses 3.10, 3.11 and 3.12 shall apply. If all Parties are NHS bodies / NHS Foundation Trusts in England, Wales or Northern Ireland or non NHS bodies and are indemnified by the same Indemnity Scheme (being one of the NHS Resolution clinical negligence schemes or the Welsh Risk Pool or the Clinical Negligence Fund in Northern Ireland) and the Party incurring any loss can recover such loss under one of the Indemnity Schemes, then such Party shall rely on the cover provided by the Indemnity Scheme and not seek to recover the Loss from the other Party(ies). Where the other Party(ies) caused or contributed to the Loss, it undertakes to notify the relevant Indemnity Scheme(s) to take this into account in determining the future levies of all Parties in respect of the indemnity schemes. If: the Parties are members of the same Indemnity Scheme in England, Wales or Northern Ireland and the Party incurring the Loss is not indemnified for that Loss by its Indemnity Schemes; or all Parties are covered by the same Indemnity Scheme in Scotland; or the Parties are NHS bodies/Foundation Trusts established in different jurisdictions within the United Kingdom, or are bodies otherwise covered by different NHS Indemnity Schemes; then the Parties shall apportion such Loss between themselves according to their respective responsibility for such Loss. Should the Parties be unable to agree the apportionment the matter shall be resolved in accordance with Clause 15.5 of this Agreement. If one or more Parties are NHS Foundation Trusts and will pay the Party incurring the Loss is not responsible for all costs or part of the Loss and expenses (including reasonable attorneys' fees is not indemnified in respect of the Loss by one of the Indemnity Schemes then the Party incurring the Loss shall be entitled to recover the Loss from the other Party(ies) pursuant to the provisions of this Agreement. Subject to Clauses 3.1 and expenses 3.7 the liability of litigation) related the Trial Site to liability, losses the Sponsor and the liability of the Sponsor to the Trial Site arising out of or damage to property, including environmental, and injury or death to any persons, including employees of either, incurred in connection with any claims, suits, actions, demands or judgments arising out of (a) any failure by such party to strictly adhere to safety instructions, precautions and information provided by the other party and/or other generally-recognized safety practices for the storage, handling, use and/or disposal of any biological, chemical or other materials employed under or resulting from this Agreement; (b) any use by such party of information or materials developed under the Research Program or the use, handling, storage or disposal of any Abboxx Xxxpound(s) or RiboGene Compound(s) resulting from the Research Program, except in reliance on a willful or grossly negligent misrepresentation or wrongdoing of the other party; or (c) any noncompliance or breach of this Agreement or other willful or negligent any act or omission on its part of either Party in connection with the performance of activities and/or obligations the Study shall not exceed the greater of the amount of fees payable by the Sponsor to the Trial Site under this Agreement, or one hundred thousand (£100,000 GBP) pounds. Each party shallFor the avoidance of doubt, howeverthis cap applies also but not exclusively to the indemnities offered under Clauses 3.3 and 3.4. Notwithstanding Clause 3.13, provide in the party assuming responsibility with assistance and/or informationcase of equipment loaned by or on behalf of the Sponsor to the Trial Site for the purposes of the Study, at the responsible party's reasonable expense, with respect Trial Site’s liability for damage to any charge, claim, investigation or proceeding. EXCEPT AS SET FORTH IN SECTION 8.2, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL INCIDENTAL, OR INDIRECT DAMAGES OF SUCH OTHER PARTY, HOWEVER CAUSED AND/OR ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENTloss of that equipment arising from its negligence shall exclude fair wear and tear and shall not exceed the replacement value of the equipment.