Common use of Standard of Care and Liability Clause in Contracts

Standard of Care and Liability. (a) GIS shall be under no duty to take any action except as specifically set forth herein or as may be specifically agreed to by GIS in writing. GIS shall be obligated to exercise care and diligence in the performance of its duties hereunder, to act in good faith and to use its reasonable efforts, in performing services provided for under this Agreement. GIS shall be liable for any damages arising out of GIS’s failure to perform its duties under this Agreement to the extent such damages arise out of GIS’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties. (b) Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) GIS shall not be liable for losses beyond its control, provided that GIS has acted in accordance with the standard of care set forth above; and (ii) GIS shall not be liable for (A) the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which GIS reasonably believes to be genuine; or (B) delays or errors or loss of data occurring by reason of circumstances beyond GIS ‘s control, including acts of civil or military authority, national emergencies, labor difficulties, fire, flood, catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply. (c) Notwithstanding anything in this Agreement to the contrary, neither GIS nor its affiliates shall be liable to RS, to either a Trust or to any Portfolio for any consequential, special or indirect losses or damages which RS or any Portfolio may incur or suffer by or as a consequence of GIS’s or any affiliates’ performance of the services provided hereunder, whether or not the likelihood of such losses or damages was known by GIS or its affiliates.