Common use of Limitation of Liability – Services Clause in Contracts

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except as provided in paragraphs 2 and 3 below, and except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services). 2. The limitation of liability under paragraph 1 above shall not apply when a defect or deficiency in, or the Buyer’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the Subcontractor’s managerial personnel. The term “Subcontractor’s Managerial Personnel,” as used in this clause, means the Subcontractor’s directors, officers, and any of the Subcontractor’s managers, superintendents, or equivalent representatives who have supervision or direction of: a. All or substantially all of the Subcontractor’s business; b. All or substantially all of the Subcontractor’s operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or c. A separate and complete major industrial operation connected with the performance of the Subcontract. 3. If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government or the Buyer through the Subcontractor’s performance of services or furnishing of material under this Subcontract, the Subcontractor shall be liable to the Government or the Buyer, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s acceptance of, and resulting from any defects and deficiencies, in services performed or materials furnished under this Subcontract. 4. The Subcontractor shall include this clause, including this paragraph, supplemented as necessary to reflect the relationship of the Subcontracting parties, in all lower-tier Subcontracts over $25,000.00.

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except as provided in paragraphs 2 and 3 below, and except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services). 2. The limitation of liability under paragraph 1 above shall not apply when a defect or deficiency in, or the Buyer’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the Subcontractor’s managerial personnel. The term “Subcontractor’s Managerial Personnel,” as used in this clause, means the Subcontractor’s directors, officers, and any of the Subcontractor’s managers, superintendents, or equivalent representatives who have supervision or direction of: a. All or substantially all of the Subcontractor’s business; b. All or substantially all of the Subcontractor’s operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or c. A separate and complete major industrial operation connected with the performance of the Subcontract. 3. If the Subcontractor carries insurance, or has established a reserve for self-insuranceinsuranc e, covering liability for loss or damage suffered by the Government or the Buyer through the Subcontractor’s performance of services or furnishing of material under this Subcontract, the Subcontractor shall be liable to the Government or the Buyer, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s acceptance of, and resulting from any defects and deficiencies, in services performed or materials furnished under this Subcontract. 4. The Subcontractor shall include this clause, including this paragraph, supplemented as necessary to reflect the relationship of the Subcontracting parties, in all lower-tier tie r Subcontracts over $25,000.00.

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1a) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except Except as provided in paragraphs 2 (b) and 3 below(c) of this clause, and except to the extent that the Subcontractor CNA is expressly responsible under this Subcontract Agreement for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the CNA shall not be liable for loss of or damage to property of the Government that— (1) Occurs after Government acceptance of services performed under this Agreement; and (2) Results from any defects or deficiencies in the services performed or materials furnished. 2. (b) The limitation of liability under paragraph 1 above (a) of this clause shall not apply when a defect or deficiency in, or the BuyerGovernment’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the SubcontractorCNA’s managerial personnel. The term “SubcontractorCNA’s Managerial Personnelmanagerial personnel,” as used in this clause, means the SubcontractorCNA’s directors, officers, and any of the SubcontractorCNA’s managers, superintendents, or equivalent representatives who have supervision or direction of:— a. (1) All or substantially all of the SubcontractorCNA’s business; b. (2) All or substantially all of the SubcontractorCNA’s operations at any one plant, laboratory, or separate location at which the Subcontract this Agreement is being performed; or c. (3) A separate and complete major industrial operation connected with the performance of the Subcontractthis Agreement. 3. (c) If the Subcontractor CNA carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government or the Buyer through the SubcontractorCNA’s performance of services or furnishing of material materials under this Subcontractagreement, the Subcontractor CNA shall be liable to the Government or the BuyerGovernment, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s Government acceptance of, and resulting from any defects and deficienciesdeficiencies in, in services performed or materials furnished under this Subcontractagreement. 4(a) Pursuant to 41 U.S.C. § 8503(e) and this Agreement, the CNAs shall conduct studies, analyses, evaluations, test data, research, pilots, or similar work at the request of the Commission. The Subcontractor To the extent directed by the Commission, and funded by the Program Fee, the Commission shall have unlimited rights to any reports, data, research results or other information yielded from such activities for use in direct connection with the Program. To the extent directed by the Commission in writing, and as funded by the Program Fee, the Commission shall have unlimited rights, including but not limited to technical data rights, consistent with the language stated in FAR Clause 52.227-17 addressing use and data rights for the Government as described in FAR Part 27.405-1, related to Special Works, for use in direct connection with the Program. (b) Any such studies, analyses, evaluations, test data, research, pilots, or similar work that require the CNA to contract with third parties shall include rights in data language that provides the Commission the same use and data rights in subsection (b). (c) Nothing in this clause, including this paragraph, supplemented Agreement shall be construed as necessary to reflect the relationship limiting or impacting any data rights of the Subcontracting partiesCNA or the CNA's right to maintain the confidentiality and ownership of proprietary information and processes. 1. Force Majeure. Performance by either party under this Agreement is excused during the period such performance is prevented or delayed by government restrictions (whether with or without valid jurisdiction), in all lower-tier Subcontracts over $25,000.00war or warlike activity, insurrection or civil disorder, or any other causes similar or dissimilar to the foregoing that are beyond the control of either party and are not foreseeable at the time the Agreement is executed.

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except as provided in paragraphs 2 and 3 below, and except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services). 2. The limitation of liability under paragraph 1 above shall not apply when a defect or deficiency in, or the Buyer’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the Subcontractor’s managerial personnel. The term “Subcontractor’s Managerial Personnel,” as used in this clause, means the Subcontractor’s directors, officers, and any of the Subcontractor’s managers, superintendents, or equivalent representatives who have supervision or direction of: a. All or substantially all of the Subcontractor’s business; b. All or substantially all of the Subcontractor’s operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or c. A separate and complete major industrial operation connected with the performance of the Subcontract. 3. If the Subcontractor carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government or the Buyer through the Subcontractor’s performance of services or furnishing of material under this Subcontract, the Subcontractor shall be liable to the Government or the Buyer, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after BuyerXxxxx’s acceptance of, and resulting from any defects and deficiencies, in services performed or materials furnished under this Subcontract. 4. The Subcontractor shall include this clause, including this paragraph, supplemented as necessary to reflect the relationship of the Subcontracting parties, in all lower-tier Subcontracts over $25,000.00.

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except as provided in paragraphs 2 and 3 below, and except to the extent that the Subcontractor is expressly responsible under this Subcontract for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services). 2. The limitation of liability under paragraph 1 above shall not apply when a defect or deficiency in, or the Buyer’s acceptance of, services performed or materials furnished xxxxxxxx d results from willful misconduct or lack of good faith on the part of any of the Subcontractor’s managerial personnel. The term “Subcontractor’s Managerial Personnel,” as used in this clause, means the Subcontractor’s directors, officers, and any of the Subcontractor’s managers, superintendents, or equivalent representatives who have supervision or direction of: a. All or substantially all of the Subcontractor’s business; b. All or substantially all of the Subcontractor’s operations at any one plant, laboratory, or separate location at which the Subcontract is being performed; or c. A separate and complete major industrial operation connected with the performance of the Subcontract. 3. If the Subcontractor carries insurance, or has established a reserve for self-insuranceinsuranc e, covering liability for loss or damage suffered by the Government or the Buyer through the Subcontractor’s performance of services or furnishing of material under this Subcontract, the Subcontractor shall be liable to the Government or the Buyer, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s acceptance of, and resulting from any defects and deficiencies, in services performed or materials furnished under this Subcontract. 4. The Subcontractor shall include this clause, including this paragraph, supplemented as necessary to reflect the relationship of the Subcontracting parties, in all lower-tier tie r Subcontracts over $25,000.00.

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1a) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except Except as provided in paragraphs 2 (b) and 3 below(c) of this clause, and except to the extent that the Subcontractor CNA is expressly responsible under this Subcontract Agreement for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the CNA shall not be liable for loss of or damage to property of the Government that— (1) Occurs after Government acceptance of services performed under this Agreement; and (2) Results from any defects or deficiencies in the services performed or materials furnished. 2. (b) The limitation of liability under paragraph 1 above (a) of this clause shall not apply when a defect or deficiency in, or the BuyerGovernment’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the SubcontractorCNA’s managerial personnel. The term “SubcontractorCNA’s Managerial Personnelmanagerial personnel,” as used in this clause, means the SubcontractorCNA’s directors, officers, and any of the SubcontractorCNA’s managers, superintendents, or equivalent representatives who have supervision or direction of:— a. (1) All or substantially all of the SubcontractorCNA’s business; b. (2) All or substantially all of the SubcontractorCNA’s operations at any one plant, laboratory, or separate location at which the Subcontract this Agreement is being performed; or c. (3) A separate and complete major industrial operation connected with the performance of the Subcontractthis Agreement. 3. (c) If the Subcontractor CNA carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government or the Buyer through the SubcontractorCNA’s performance of services or furnishing of material materials under this Subcontractagreement, the Subcontractor CNA shall be liable to the Government or the BuyerGovernment, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s Government acceptance of, and resulting from any defects and deficienciesdeficiencies in, in services performed or materials furnished under this Subcontractagreement. 4(a) Pursuant to 41 U.S.C. § 8503(e) and this Agreement, the CNAs shall conduct studies, analyses, evaluations, test data, research, pilots, or similar work at the request of the Commission. Any reports, data, research results or other information yielded from such activities shall be the property of the Commission. The Subcontractor right of Government ownership also applies to existing data the CNA may possess as the result of such studies, analyses, evaluations, test data, research, pilots, or similar work at the request of the Commission prior to the execution of this Agreement. (b) As the owner of the data, the Commission shall include this clausehave unlimited rights, including this paragraphbut not limited to technical data rights, supplemented consistent with the language stated in FAR Clause 52.227-17 addressing use and data rights for the Government as necessary described in FAR Part 27.405-1, Special Works. If determined the Commission does not possess unlimited rights to reflect the relationship of technical data described in subsection (a), then the Subcontracting partiesCommission holds and/or retains government purpose rights, in all lowerfor up to a five-tier Subcontracts over $25,000.00.year period to:

Limitation of Liability – Services. 1. Subcontractor shall not be liable for loss of or damage to property of the Government that (1a) occurs after Buyer acceptance of services performed under this Subcontract and (2) results from any defects or deficiencies in the services performed or materials furnished except Except as provided in paragraphs 2 (b) and 3 below(c) of this clause, and except to the extent that the Subcontractor CNA is expressly responsible under this Subcontract Agreement for deficiencies in the services required to be performed under it (including any materials furnished in conjunction with those services), the CNA shall not be liable for loss of or damage to property of the Government that— (1) Occurs after Government acceptance of services performed under this Agreement; and (2) Results from any defects or deficiencies in the services performed or materials furnished. 2. (b) The limitation of liability under paragraph 1 above (a) of this clause shall not apply when a defect or deficiency in, or the BuyerGovernment’s acceptance of, services performed or materials furnished results from willful misconduct or lack of good faith on the part of any of the SubcontractorCNA’s managerial personnel. The term “SubcontractorCNA’s Managerial Personnelmanagerial personnel,” as used in this clause, means the SubcontractorCNA’s directors, officers, and any of the SubcontractorCNA’s managers, superintendents, or equivalent representatives who have supervision or direction of:— a. (1) All or substantially all of the SubcontractorCNA’s business; b. (2) All or substantially all of the SubcontractorCNA’s operations at any one plant, laboratory, or separate location at which the Subcontract this Agreement is being performed; or c. (3) A separate and complete major industrial operation connected with the performance of the Subcontractthis Agreement. 3. (c) If the Subcontractor CNA carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the Government or the Buyer through the SubcontractorCNA’s performance of services or furnishing of material materials under this Subcontractagreement, the Subcontractor CNA shall be liable to the Government or the BuyerGovernment, to the extent of such insurance or reserve, for loss of or damage to property of the Government occurring after Buyer’s Government acceptance of, and resulting from any defects and deficienciesdeficiencies in, in services performed or materials furnished under this Subcontractagreement. 4(a) Pursuant to 41 U.S.C. § 8503(e) and this Agreement, the CNAs shall conduct studies, analyses, evaluations, test data, research, pilots, or similar work at the request of the Commission. Any reports, data, research results or other information yielded from such activities shall be the property of the Commission. The Subcontractor right of Government ownership also applies to existing data the CNA may possess as the result of such studies, analyses, evaluations, test data, research, pilots, or similar work at the request of the Commission prior to the execution of this Agreement. (b) As the owner of the data, the Commission shall have unlimited rights, including but not limited to technical data rights, consistent with the language stated in FAR Clause 52.227-17 addressing use and data rights for the Government as described in FAR Part 27.405-1, Special Works. If determined the Commission does not possess unlimited rights to the technical data described in subsection (a), then the Commission holds and/or retains government purpose rights, for up to a five-year period to: a. Use, modify, reproduce, release, perform, display, or disclose the technical data within the Government without restriction; and b. Release or disclose the technical data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that technical data for Government purposes. (c) Any such studies, analyses, evaluations, test data, research, pilots, or similar work that require the CNA to contract with third parties shall include this clause, including this paragraph, supplemented as necessary to reflect rights in data language that provides the relationship of Commission the Subcontracting parties, same use and data rights in all lower-tier Subcontracts over $25,000.00subsection (b).