Master Alliance Provisions Guide (MAPGuide)

Academic Institution – Company, Research Collaboration Agreement

  • Liability | Limitation of liability

11. Indemnification and Disclaimers

11.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT NO PARTY SHALL BE LIABLE OR RESPONSIBLE TO ANY OTHER PARTY FOR THE USE BY SUCH OTHER PARTY OF ANY PRODUCT, PROJECT IP, PROJECT RESULTS OR DATA THAT MAY RESULT FROM THE ACTIVITIES CONDUCTED UNDER THIS AGREEMENT. ANY MATERIAL DELIVERED PURSUANT TO THIS AGREEMENT IS UNDERSTOOD TO BE EXPERIMENTAL IN NATURE AND MAY HAVE HAZARDOUS PROPERTIES. ANY PRODUCT, PROJECT IP, PROJECT RESULTS OR DATA ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, AND EACH PARTY HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, THAT THE USE OF THE PRODUCT, PROJECT IP, PROJECT RESULTS OR DATA WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS OF ANY THIRD PARTY, OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.

11.5 AS FAR AS LEGALLY PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR EXPECTED SAVINGS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, EXCEPT WITH RESPECT TO INDEMNIFYING PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 11.1, 11.2, AND 11.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY TO ALL CLAIMS AND ACTIONS OF ANY KIND AND ON ANY THEORY OF LIABILITY, AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES FURTHER AGREE THAT EACH WARRANTY DISCLAIMER, EXCLUSION OF DAMAGES OR OTHER LIMITATION OF LIABILITY HEREIN IS INTENDED TO BE SEVERABLE AND INDEPENDENT OF THE OTHER PROVISIONS BECAUSE THEY EACH REPRESENT SEPARATE ELEMENTS OF RISK ALLOCATION BETWEEN THE PARTIES.

11.6 THE PARTIES AGREE THAT (a) THE RESEARCH MATERIALS ARE PROVIDED “AS IS”; AND (b) NO PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, THAT THE USE OF THE RESEARCH MATERIALS SHALL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS, OR ARISING OUT OF COURSE OF CONDUCT OR TRADE CUSTOM OR USAGE.