RELIANCE ON DELIVERABLES. The Deliverables are provided to You on the basis that they are confidential. The Deliverables and their contents shall not without Our prior written consent (which may be withheld in our absolute discretion) be sold, disclosed, shared or made available in any manner whatsoever with, or to, any third party (other than Your employees, officers, directors, accountants and legal advisors who have a legitimate need to receive the same in connection with the Purpose and have agreed to be bound by these terms save that the effect of the section entitled “Limitation of Liability” shall be that the aggregate liability referred to in the second paragraph of that section shall be Our maximum aggregate liability for any claim or claims from each recipient and/or all recipients and You relating to the Agreement) without Our express permission in writing. Except where We have agreed expressly in writing to the contrary, We shall not accept any liability or responsibility to any third party to whom the Deliverables are disclosed, made available or otherwise disseminated or into whose possession it may come and will only accept any such liability or responsibility to any third party where: • the third party agrees in writing to enter into any contractual relationship with Us in terms acceptable to Us, which may include the payment of a fee by the third party; and • the third party accepts in writing that the Deliverables were addressed to You and were prepared on Your instructions and will not address or reflect the interests or circumstances of any third party and the third party accepts it has responsibility for determining the adequacy of the scope of Our work for its purposes and for making additional enquiries which a prudent third party might reasonably be expected to make. In the event that any third party institutes any claim, suit or action against us for any loss, damage, liability or penalty as a result of any dissemination or disclosure by you of the Deliverables in a manner and on terms other than those provided for above, then You hereby indemnify and hold Us harmless in respect of all liabilities, costs or expenses (including legal costs) which We may become liable to such Third Party for or which We incur in defending the third party’s claim, suit or action. Where you make any alteration or modification to any of the Deliverables, all references to Us shall be removed. Any oral or draft Deliverables which We might provide will not constitute our final opi...
RELIANCE ON DELIVERABLES. The City and its consultants, contractors and their subcontractors will at all times be entitled to rely on the Deliverables as needed for the purpose of completing City projects identified in or contemplated by the Agreement as set out in the agreed Scope and Fee Schedule, in each case notwithstanding any provision, disclaimer, or waiver in the Deliverables to the contrary. Nothing in this Section 4.13 is intended to create a contractual relationship between the Consultant and such other parties.
