Provision Language
13. WARRANTIES AND LIABILITY
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13.3. Neither MPP nor MPP Licensees shall directly or indirectly make a claim against any individual employee, student, agent or appointee of the University, being a claim which seeks to enforce against any of them any liability whatsoever in connection with this Agreement or its subject- matter.
13.4. MPP will include appropriate obligations on MPP Licensees that indemnify the University and every employee, student, agent and appointee of the University (“the Indemnified Parties”), and keep them fully and effectively indemnified, against each and every claim made against any of the Indemnified Parties as a result of the use of or licensing of the Licensed Technology, the manufacture, use, sale of, or other dealing in any of the Licensed Products by MPP Licensees provided that the indemnity in this clause will not apply to the extent that the claim arises as a result of the Indemnified Party’s negligence.
13.5. Subject to clause 13.8, and except under the indemnity in clause 13.4, the liability of either party to the other for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement will not extend to any indirect damages or losses, or any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect, even if the party bringing the claim has advised the other of the possibility of those losses or if they were within the other party’s contemplation.
13.6. MPP will require that the obligations set out in Clause 13 will be binding upon MPP Licensees and that MPP Licensees will indemnify the University for any direct loss arising from a breach by a MPP Licensee of the obligation under each Sub-licence Agreement.
13.7. Subject to clause 13.8, and except under the indemnity in clause 13.4, the aggregate liability of the University for all and any breaches of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not exceed £25,000.
13.8. Nothing in this Agreement limits or excludes either party’s liability for death or personal injury; any fraud or for any liability that, by law, cannot be limited or excluded.
Schedule 4 – Development Agreement Term Sheet
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7. Warranty & Indemnity: The Development Partner will acknowledge and agree that the Licensed Technology is licensed to Licensee “as is”. University and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Development Partner. The Development Agreement will include indemnification and limitation of liability provisions consistent with Clause 13 of the MPP-University Agreement.
Schedule 5 Commercialisation Agreement Term Sheet
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8. Warranty & Indemnity: The Commercialisation Partner will acknowledge and agree that the Licensed Technology is licensed to Commercialisation Partner “as is”. University and MPP make no representation or warranty of non-infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Licensee. The Commercialisation Agreement will include indemnification and limitation of liability provisions consistent with Clause 13 of the MPP-University Agreement.