Provision Language
7. Limitation of Liability
[…]
7.2 Except under [the warranty in clause [7.1 [and clause 7.10] and the indemnities in clauses [6.6,] 7.3 and 7.4, and subject to clause 7.8, none of the Parties accepts any liability or responsibility for any use which may be made by any other Party of any of the Results, nor for any reliance which may be placed by any other party on any of the Results, nor for advice or information given in connection with any of the Results.
7.3 Subject to Clause 7.7.1, each [Commercial] Party (the Indemnifying Party) will indemnify each of the other parties and their employees and students (together 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 that Indemnifying Party’s use of any of the following: the Results and any materials, works or information received from an Indemnified Party pursuant to this Agreement, provided that the Indemnified Party must:
7.3.1 promptly notify the Indemnifying Party of details of the claim;
7.3.2 not make any admission in relation to the claim;
7.3.3 take reasonable steps to mitigate its losses and expenses arising from the claim;
7.3.4 allow the Indemnifying Party to have the conduct of the defense and settlement of the claim; and
7.3.5 give the Indemnifying Party all reasonable assistance (at the Indemnifying Party’s expense) in dealing with the claim.
The indemnity in this clause 7.3 will not apply to the extent that the claim arises as a result of the Indemnified Party’s negligence, its deliberate breach of this Agreement, its breach of confidentiality obligation or its knowing infringement any third party’s Intellectual Property Rights or its knowing breach of any third party’s rights of confidence.
7.4 Subject to clause 7.7.3, each Party will indemnify the other Parties keep them fully and effectively indemnified on demand against all costs, claims, demands, expenses and liabilities of any nature arising out of or in connection with any breach by it of Schedule 6 (Data Protection).
7.5 Subject to clauses 7.7 and 7.8, and except under the indemnities in clauses [6.6,] 7.3 and 7.4, the liability of each Party to all of the other Parties for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, the Project and the Results, will not extend to:
7.5.1 any indirect damages or losses; or
7.5.2 any loss of profits, loss of revenue, loss of data, loss of contracts or opportunity, whether direct or indirect.
Even, in each case, if the Party bringing the claim has advised the other of the possibility of those losses, or even if they were within the other Party’s contemplation.
7.6 Subject to clauses 7.7 and 7.9, the aggregate liability of each Party to all of the other Parties for any or all breaches of this Agreement, any negligence, or arising in any other way out of the subject matter of this Agreement, the Project and the Results, will not exceed in total [that Party’s Financial Contribution][the portion of the External Funding allocated to that Party] OR [£insert figure].
7.7 Subject in each case to clause 7.8, the aggregate liability of each Party to the all the other Parties:
7.7.1 under the indemnity in clause 7.3 will not exceed in total £[insert figure];
7.7.2 under the indemnity in clause 7.4 will not exceed in total £[insert figure];
[7.7.3 for all and any breaches of the Funding Conditions will not exceed in total [the amount of the External Funding].
7.8 Nothing in this Agreement limits or excludes any party’s liability for:
7.8.1 death or personal injury caused by negligence;
7.8.2 any fraud or for any sort of liability which, by law, cannot be limited or excluded; or
7.8.3 [any loss or damage caused by a deliberate breach of this Agreement].