Common use of Supplier’s Liability Clause in Contracts

Supplier’s Liability. The Supplier shall on demand indemnify and keep indemnified the Authority in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of the following (the Supplier’s liability in respect of which shall be unlimited): death or personal injury caused by the Supplier’s negligence or that of the Supplier Staff; or fraud or fraudulent misrepresentation by the Supplier or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 (Intellectual Property Rights and Indemnity). Subject to Clauses 28.1, 28.2 and 28.6, the Supplier’s total aggregate liability in connection with the Framework Agreement whether in contract, tort (including negligence), breach of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, shall be limited to the higher of: a sum equivalent to one hundred and twenty five percent (125%) of the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract Year, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with this Framework Agreement, including in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply to the extent that the Supplier is able to demonstrate that such loss or damage was not caused or contributed to by its negligence or Default, or the negligence or Default of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, in no event shall the Supplier be liable to the Authority for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable for the following types of loss, damage, cost or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier of any Laws.

Supplier’s Liability. The Supplier shall on demand indemnify and keep indemnified the Authority in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities which may arise out of, or in consequence of the following (the Supplier’s liability in respect of which shall be unlimited): death or personal injury caused by the Supplier’s negligence or that of the Supplier Staff; or fraud or fraudulent misrepresentation by the Supplier or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 40 (Intellectual Property Rights and Indemnity). Subject to Clauses 28.1, 28.2 and 28.6, the Supplier’s total aggregate liability in connection with the Framework Agreement whether in contract, tort (including negligence), breach of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, shall be limited to the higher of: a sum equivalent to one hundred and twenty five percent (125%) of the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract Year, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with this Framework Agreement, including in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply to the extent that the Supplier is able to demonstrate that such loss or damage was not caused or contributed to by its negligence or Default, or the negligence or Default of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, in no event shall the Supplier be liable to the Authority for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable for the following types of loss, damage, cost or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier of any Laws.

Supplier’s Liability. The (a) Supplier shall on demand indemnify indemnify, defend and keep indemnified the Authority in full hold harmless Medtronic and its subsidiaries, and their respective officers, directors, employees, shareholders and distributors from and against and in respect of any and all demands, claims, proceedingsactions or causes of action, actionsassessments, losses, damages, costsliabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any other liabilities which may arise amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) finally awarded (“Indemnifiable Losses”), resulting from, arising out of, or in consequence imposed upon or incurred by any person to be indemnified hereunder by reason of: (i) any breach of representation, warranty or agreement on the part of Supplier under this Agreement (collectively, “Supplier Breach”); (ii) Product Liability Damages with respect to the Products arising from or related to a Supplier Breach; (iii) any charges of patent or other intellectual property infringement due to the manufacture of the following (Products, the Supplier’s liability in respect of which shall be unlimited): death or personal injury caused by the Supplier’s negligence or that sale of the Supplier Staff; or fraud or fraudulent misrepresentation by Products for use in the Supplier Field (as defined in the License and Development Agreement) or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 (Intellectual Property Rights and Indemnity). Subject to Clauses 28.1, 28.2 and 28.6, the Supplier’s total aggregate liability in connection with the Framework Agreement whether in contract, tort (including negligence), breach of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, shall be limited to the higher of: a sum equivalent to one hundred and twenty five percent (125%) formulation of the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract YearProduct, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with this Framework Agreement, including in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply except to the extent that such formulation is required specifically for the Medtronic Specifications, and such infringement would have been avoided by compliance with Supplier is able to demonstrate that such loss Specifications (which indemnity shall be in addition to, and not in lieu of, Supplier’s indemnity made in the License and Development Agreement), or damage was not caused or contributed to by its (iv) other negligence or Default, or the negligence or Default intentional misconduct of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, ; provided that in no event shall the Supplier be liable to for matters for which Medtronic is responsible under Section 7.2 below or for punitive or exemplary damages. (b) During the Authority for any: loss term of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirectthis Agreement, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable maintain, at its expense, a policy of comprehensive general liability insurance sufficient to honor the indemnity made herein, with products liability endorsement, but in no event less than * * * per occurrence and in the annual aggregate. Said policy shall name Medtronic and its Affiliates as additional beneficiaries. Supplier shall furnish Medtronic with a certificate of insurance evidencing such coverage within thirty (30) days of the execution of this Agreement, which certificate shall provide for the following types of loss, damage, cost not less than thirty (30) days notice to Medtronic prior to material change in coverage or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier of any Lawspolicy cancellation.

Supplier’s Liability. The (a) Supplier shall on demand indemnify indemnify, defend and keep indemnified the Authority in full hold harmless Medtronic and its subsidiaries, and their respective officers, directors, employees, shareholders and distributors from and against and in respect of any and all demands, claims, proceedingsactions or causes of action, actionsassessments, losses, damages, costsliabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any other liabilities which may arise amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) finally awarded ("Indemnifiable Losses"), resulting from, arising out of, or in consequence imposed upon or incurred by any person to be indemnified hereunder by reason of: (i) any breach of representation, warranty or agreement on the part of Supplier under this Agreement (collectively, "Supplier Breach"); (ii) Product Liability Damages with respect to the Products arising from or related to a Supplier Breach; (iii) any charges of patent or other intellectual property infringement due to the manufacture of the following (Products, the Supplier’s liability in respect of which shall be unlimited): death or personal injury caused by the Supplier’s negligence or that sale of the Supplier Staff; or fraud or fraudulent misrepresentation by Products for use in the Supplier Field (as defined in the License and Development Agreement) or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 (Intellectual Property Rights and Indemnity). Subject to Clauses 28.1, 28.2 and 28.6, the Supplier’s total aggregate liability in connection with the Framework Agreement whether in contract, tort (including negligence), breach of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, shall be limited to the higher of: a sum equivalent to one hundred and twenty five percent (125%) formulation of the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract YearProduct, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with this Framework Agreement, including in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply except to the extent that such formulation is required specifically for the Medtronic Specifications, and such infringement would have been avoided by compliance with Supplier is able to demonstrate that such loss Specifications (which indemnity shall be in addition to, and not in lieu of, Supplier's indemnity made in the License and Development Agreement), or damage was not caused or contributed to by its (iv) other negligence or Default, or the negligence or Default intentional misconduct of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, ; provided that in no event shall the Supplier be liable to for matters for which Medtronic is responsible under Section 7.2 below or for punitive or exemplary damages. (b) During the Authority for any: loss term of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirectthis Agreement, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable maintain, at its expense, a policy of comprehensive general liability insurance sufficient to honor the indemnity made herein, with products liability endorsement, but in no event less than $10,000,000.00 per occurrence and in the annual aggregate. Said policy shall name Medtronic and its Affiliates as additional beneficiaries. Supplier shall furnish Medtronic with a certificate of insurance evidencing such coverage within thirty (30) days of the execution of this Agreement, which certificate shall provide for the following types of loss, damage, cost not less than thirty (30) days notice to Medtronic prior to material change in coverage or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier of any Lawspolicy cancellation.

Supplier’s Liability. 11.1 Nothing in any TMM Order and the resulting contract between the Supplier and the Customer in connection with the relevant component(s) of the Service to be supplied pursuant to that TMM Order, any Service component-specific Terms and Conditions and/or any provisions of this 11.2 The Supplier shall on demand indemnify and keep indemnified will not be in any way liable to the Authority in full from and against all claimsCustomer for any liabilities, proceedings, actionslosses, damages, costs, costs and/or expenses and any other liabilities which may arise out of, incurred or in consequence suffered by the Customer as a result of the following (Customer’s use of any component(s) of the Service, except to the extent that such liabilities, losses, damages, costs and/or expenses directly result from the Supplier’s liability in respect breach of which shall be unlimited): death any Service component-specific Terms and Conditions and/or any provisions of this agreement or personal injury caused by the Supplier’s negligence or that wilful misconduct. 11.3 The Supplier will not be in any way liable for: (i) the content of the Supplier Staff; any messages, voicemails, voice calls and/or other forms of communication (as applicable) sent or fraud or fraudulent misrepresentation by the Supplier or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 (Intellectual Property Rights and Indemnity). transmitted using any 11.4 Subject to Clauses 28.1, 28.2 clause 11.1 above and 28.6clause 11.5 below (and except as otherwise expressly provided in any Service component-specific Terms and Conditions), the Supplier’s total aggregate liability to the Customer, whether in contract, tort, negligence or otherwise, arising under or in connection with any accepted TMM Order and the resulting contract between the Supplier and the Customer in connection with the Framework Agreement whether in contractrelevant component(s) of the Service to be supplied pursuant to that TMM Order, tort (including negligence), breach any Service component-specific Terms and Conditions and/or any provisions of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, this agreement shall be limited to five (5) times the higher of: a sum equivalent to one hundred and twenty five percent (125%) of total Charges paid by the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract Year, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of Customer under or in connection with this Framework Agreementagreement in the preceding 12-month period or, where the Customer is pre- purchasing Transaction credits, five (5) times the total value of Transaction credits pre-purchased by the Customer under or in connection with this agreement (excluding any additional Charges paid) in the preceding 12-month period. 11.5 Subject to clause 11.1 above, the Supplier will not in any circumstances be liable, whether in contract, tort, negligence or otherwise, for any indirect or consequential losses, including (but not limited to) any loss of profits, business, contracts, revenue, turnover, goodwill, reputation or anticipated savings, whether or not they were foreseen or foreseeable. 11.6 Each party hereby acknowledges and agrees that neither the Supplier nor the Customer has contracted on the basis of or in reliance upon any representation (save for any representation made fraudulently), warranty or other term except as otherwise expressly provided in any Service component-specific Terms and Conditions and/or this agreement and, as such, all conditions, warranties and other terms implied by statute, common law or otherwise are hereby excluded to the greatest extent permitted by law. 11.7 The Supplier shall at all times in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply to the extent that the Supplier is able to demonstrate that such loss or damage was not caused or contributed to by its negligence or Default, or the negligence or Default of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, in no event shall the Supplier be liable to the Authority for any: loss of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirect, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable for the following types of loss, damage, cost or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier subject matter of any LawsService component- specific Terms and Conditions and/or this agreement comply with all applicable laws, statutes and regulations and all applicable rules having equivalent effect.

Supplier’s Liability. The (a) Supplier shall on demand indemnify indemnify, defend and keep indemnified the Authority in full hold harmless Company and its subsidiaries, and their respective officers, directors, employees, shareholders and distributors from and against and in respect of any and all demands, claims, proceedingsactions or causes of action, actionsassessments, losses, damages, costsliabilities, interest and penalties, costs and expenses (including, without limitation, reasonable legal fees and disbursements incurred in connection therewith and in seeking indemnification therefor, and any other liabilities which may arise amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) finally awarded (“Indemnifiable Losses”), resulting from, arising out of, or in consequence imposed upon or incurred by any person to be indemnified hereunder by reason of: (i) any breach of representation, warranty or agreement on the part of Supplier under this Agreement (collectively, “Supplier Breach”); (ii) Product Liability Damages with respect to the Drugs arising from or related to a Supplier Breach; (iii) any charges of patent or other intellectual property infringement due to the manufacture of the following (Drugs, the Supplier’s liability in respect of which shall be unlimited): death or personal injury caused by the Supplier’s negligence or that sale of the Supplier Staff; or fraud or fraudulent misrepresentation by Drugs for use in the Supplier Field (as defined in the License and Development Agreement) or the Supplier Staff; any claim under or in respect of a breach of: Clause 18 (Confidentiality); Clause 21 (Data Protection); or Clause 41 (Intellectual Property Rights and Indemnity). Subject to Clauses 28.1, 28.2 and 28.6, the Supplier’s total aggregate liability in connection with the Framework Agreement whether in contract, tort (including negligence), breach of statutory duty or howsoever arising, in any Contract Year or Post-Term Year, shall be limited to the higher of: a sum equivalent to one hundred and twenty five percent (125%) formulation of the Authority Management Charge paid and payable in the immediately preceding Contract Year or Post-Term Year (or if such event occurs in the first Contract YearDrug, the amount estimated to be paid in the first Contract Year); and £10,000 (ten thousand pounds). Subject to Clause 28.4, the Supplier shall fully indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, actions, damages, costs, expenses and any other liabilities whatsoever arising out of, in respect of or in connection with this Framework Agreement, including in respect of loss of or damage to property, financial loss arising from any advice given or omitted to be given by the Supplier, or any other loss which is caused directly or indirectly by any act or omission of the Supplier. This Clause shall not apply except to the extent that such formulation is required specifically for the Company Specifications, and such infringement would have been avoided by compliance with Supplier is able to demonstrate that such loss Specifications (which indemnity shall be in addition to, and not in lieu of, Supplier’s indemnity made in the License and Development Agreement), or damage was not caused or contributed to by its (iv) other negligence or Default, or the negligence or Default intentional misconduct of the Supplier Staff. The Supplier's liability in relation to the obligation to pay any Authority Management Charges which are due and payable to the Authority shall not be limited. Subject to Clauses 28.1 and 28.8, ; provided that in no event shall the Supplier be liable to for matters for which Company is responsible under Section 7.2 below or for punitive or exemplary damages. (b) During the Authority for any: loss term of profits; loss of business; loss of revenue; loss of or damage to goodwill; loss of savings (whether anticipated or otherwise); and/or any indirectthis Agreement, special or consequential loss or damage. Subject to Clause 28.4, the Supplier shall be liable maintain, at its expense, a policy of comprehensive general liability insurance sufficient to honor the indemnity made herein, with products liability endorsement, but in no event less than Seven Million Five Hundred Thousand U.S. Dollars ($7,500,000) in the aggregate with a maximum deductible per occurrence of not more than One Million U.S. Dollars ($1,000,000) per occurrence and in the annual aggregate. Said policy shall name Company and its Affiliates as additional beneficiaries. Supplier shall furnish Company with a certificate of insurance evidencing such coverage within thirty (30) days of the execution of this Agreement, which certificate shall provide for the following types of loss, damage, cost not less than thirty (30) days notice to Company prior to material change in coverage or expense which shall be regarded as direct and shall be recoverable by the Authority (without in any way, limiting other categories of loss, damage, cost or expense which may be recoverable by the Authority): the additional operational and/or administrative costs and expenses arising from any material Default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority arising from the Supplier's Default; the cost of procuring, implementing and operating any alternative or replacement services to the Services; and any regulatory losses, fines, expenses or other losses arising from a breach by the Supplier of any Lawspolicy cancellation.