Remedies and Indemnification. In the event of a material error by Core Lab in the performance of the Services which renders the Results invalid, Institution's sole obligation to Customer shall be for Core Lab, at Customer’s option and subject to availability of Test Materials, to either (a) repeat the Study at Institution's own cost, or (b) refund to Customer the contract price paid. IN NO EVENT WILL EITHER PARTY BE ENTITLED TO, NOR SHALL EITHER PARTY BE RESPONSIBLE FOR, ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSSES OR DAMAGE ARISING IN CONNECTION WITH INSTITUTION’S DEFAULT OR BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT. Subject to the limits or prohibitions of, and without waiving any immunities provided under applicable law, Customer shall indemnify, defend, and hold Institution and its respective trustees, officers, employees, agents, representatives, and their successors and assigns (“Indemnitees”) harmless from any and all liability, claims, damages, or loss (including reasonable attorneys fees) resulting from judgments or claims against them arising out of the activities to be carried out pursuant to this Agreement including but not limited to (i) any claim of infringement against Institution as a result of its use of the Test Materials pursuant to this Agreement, or (ii) the inherent instability or the undisclosed hazardous nature of the Test Materials, or (iii) acts or omissions of Customer, or its directors, officers, agents, representatives, or employees related to the activities to be performed pursuant to this Agreement, except to the extent that any such liability, claim, damages, or loss arises out of the negligence or willful misconduct by Core Lab, Institution, its agents or employees. This Article 8 shall survive termination of the Agreement.
Appears in 7 contracts
Samples: Research Core Services Agreement, Research Core Services Agreement, Research Core Services Agreement
