Common use of Research Contribution Clause in Contracts

Research Contribution. The Participating Employer will contribute to the costs of RAND’s Research and offset the cost to RAND of generating the Research Report in the amount of twenty cents ($0.20) for each of Participating Employer’s average annual covered lives (including employees and dependents) whose claims information is included in the Claims Data (“Contribution”), with a minimum Contribution of one thousand dollars ($1,000.00) and up to a maximum Contribution of fifteen thousand dollars ($15,000.00) unless the Participating Employer elects a Contribution greater than that maximum. RAND will issue a Contribution invoice to the Participating Employer upon receipt of the Claims Data or when RAND has sufficient assurance that the Claims Data will be delivered. The Contribution shall be due and payable by Participating Employer upon receipt. Disclaimer of Warranties. XXXX’X RESEARCH REPORTS ARE PROVIDED "AS IS" AND RAND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XXXX SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. XXXX MAKES NO WARRANTY OF ANY KIND THAT THE RESEARCH, RESEARCH REPORTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTICIPATING EMPLOYER'S OR ANY OTHER PERSON'S REQUIREMENTS (EXCEPT AS SET FORTH IN EXHIBIT A), ACHIEVE ANY INTENDED RESULT OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. THE PARTIES FURTHER RECOGNIZE THAT THE ACCURACY OF XXXX’X RESEARCH REPORTS, INCLUDING ANY CONCLUSIONS OR OBSERVATIONS THEREIN, IS DEPENDENT ON THE ACCURACY OF THE CLAIMS DATA RECEIVED BY XXXX. Limitation of Liability. IN NO EVENT WILL RAND BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RAND WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT XXXX XXXX'X AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL CONTRIBUTION MADE BY PARTICIPATING EMPLOYER TO XXXX’X RESEARCH UNDER THIS AGREEMENT.

Research Contribution. The Participating Employer will contribute to the costs of RAND’s Research and offset the cost to RAND of generating the Research Report in the amount of twenty cents ($0.20) for each of Participating Employer’s average annual covered lives (including employees and dependents) whose claims information is included in the Claims Data (“Contribution”), with a minimum Contribution of one thousand dollars ($1,000.00) and up to a maximum Contribution of fifteen thousand dollars ($15,000.00) unless the Participating Employer elects a Contribution greater than that maximum. RAND will issue a Contribution invoice to the Participating Employer upon receipt of the Claims Data or when RAND has sufficient assurance that the Claims Data will be delivered. The Contribution shall be due and payable by Participating Employer upon receipt. Disclaimer of Warranties. XXXX’X RAND’S RESEARCH REPORTS ARE PROVIDED "AS IS" AND RAND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. XXXX RAND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. XXXX RAND MAKES NO WARRANTY OF ANY KIND THAT THE RESEARCH, RESEARCH REPORTS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET PARTICIPATING EMPLOYER'S OR ANY OTHER PERSON'S REQUIREMENTS (EXCEPT AS SET FORTH IN EXHIBIT A), ACHIEVE ANY INTENDED RESULT OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. THE PARTIES FURTHER RECOGNIZE THAT THE ACCURACY OF XXXX’X RAND’S RESEARCH REPORTS, INCLUDING ANY CONCLUSIONS OR OBSERVATIONS THEREIN, IS DEPENDENT ON THE ACCURACY OF THE CLAIMS DATA RECEIVED BY XXXXRAND. Limitation of Liability. IN NO EVENT WILL RAND BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER RAND WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT XXXX XXXX'X WILL RAND'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL CONTRIBUTION MADE BY PARTICIPATING EMPLOYER TO XXXX’X RAND’S RESEARCH UNDER THIS AGREEMENT.