Common use of Liability for Excluded Matters Clause in Contracts

Liability for Excluded Matters. Subject to the Excluded Matters Cap described in the following sentence, the parties shall be liable to one another for one hundred percent (100%) of all Direct Damages resulting from (i) a party’s gross negligence or willful misconduct, (ii) PROVIDER’s improper or illegal use or disclosure of consumer information (including, but not limited to, personal, credit or medical information) regarding any customer or potential customer of the CUSTOMER Group, (iii) PROVIDER’s breach of its agreement not to voluntarily withhold Services, (iv) a breach of Section 15.1(f), or (v) a party’s violation of Law (collectively, the “Excluded Matters”). The parties and their Affiliates’ liability to each other for Direct Damages arising out of or relating to the Excluded Matters and their respective indemnification obligations under ARTICLE XII arising under all of the MOAs during the Initial Term shall not exceed $25,000,000 in the aggregate (the “Excluded Matters Cap”).

Liability for Excluded Matters. Subject to the Excluded Matters Cap described in the following sentence, the parties shall be liable to one another for one hundred percent (100%) of all Direct Damages resulting from (i) a party’s gross negligence or willful misconduct, (ii) PROVIDER’s improper or illegal use or disclosure of consumer information (including, but not limited to, personal, credit or medical information) regarding any customer or potential customer of the CUSTOMER Group, (iii) PROVIDER’s breach of its agreement not to voluntarily withhold Services, (iv) a breach of Section 15.1(f)0. , or (v) a party’s violation of Law (collectively, the “Excluded Matters”). The parties and their Affiliates’ liability to each other for Direct Damages arising out of or relating to the Excluded Matters and their respective indemnification obligations under ARTICLE XII arising under all of the MOAs during the Initial Term shall not exceed $25,000,000 in the aggregate (the “Excluded Matters Cap”).