18. Warranties, Liability And Insurance
18.4 Liability cap. Either Party’s maximum liability in aggregate to the respective other Party arising out of this Agreement shall not exceed the aggregate of the Work Package Budgets for the Work Packages comprising the Project.
18.5 Exclusions. Except as provided by Clause 18.6, neither Party shall be liable to the other Party for indirect loss of profits, incidental or consequential damages, whether in contract, warranty, negligence, tort, strict liability or otherwise, arising out of any breach of or failure to perform any of the provisions of this Agreement.
18.6 Exclusions from liability cap. Nothing in this Agreement shall limit the liability of either Party for:
18.6.1. personal injury or death arising out of that Party’s negligence or willful misconduct; or
18.6.2. fraud or fraudulent misrepresentation or willful misconduct.
18.7 Third Party Claims. The Partner agrees to indemnify CEPI and hold CEPI harmless from and against any and all claims, damages, and liabilities asserted by Third Parties (including claims for negligence) which arise directly or indirectly from a material breach of Partner or its grossly negligent conduct under this Agreement except to the extent such claims are in connection with the negligence or willful conduct by CEPI. And CEPI agrees to indemnify Partner and hold Partner harmless from and against any and all claims, damages, and liabilities asserted by Third Parties (including claims for negligence) which arise directly or indirectly from a material breach of CEPI or its grossly negligent conduct under this Agreement except to the extent such claims are in connection with the negligence or willful conduct by the Partner.
18.8 Conduct of Third Party claims. The Parties shall use reasonable endeavors to avoid, dispute, resist, appeal, compromise or defend any Third Party claims brought against it and to minimize its losses, claims, liabilities, costs, charges and expenses and give the other Party prompt written notice of any Third Party claim for which it requires indemnification under this Clause 18 together with copies of all relevant papers and official documents. The Parties shall agree how to respond to and handle the Third Party claim in an efficient manner. The Parties agree not to take any material action in respect of any Third Party claim without the consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed), including settlement of any such Third Party claim.