US Department of Defense – Novavax, COVID-19 Vaccine Development Agreement

Provision Language

<p><span style=”text–decoration: underline;”><strong>Base Agreement: 20. Liability of the Partiesstrong>span>p>
<p><b>20.01 Waiver of Liability. b><span style=”font–weight: 400;”>With regard to the activities undertaken pursuant to this Agreement, no Party shall make any claim against the others, employees of the others, the others’ related entities (e.g., Government, contractors, subcontractors, etc.), or employees of the others’ related entities for any injury to or death of its own employees or employees of its related entities, or for damage to or loss of its own property or that of its related entities, whether such injury, death, damage or loss arises through negligence or otherwise, except in the case of [span><span style=”font–weight: 400;”>***]span><span style=”font–weight: 400;”>.span>p>
<p><b>20.02 Damages. b><span style=”font–weight: 400;”>The Parties shall not be liable to each other for [span><span style=”font–weight: 400;”>***]span><span style=”font–weight: 400;”>, whether arising in contract (including warranty), tort (whether or not arising from the negligence of a Party) or otherwise, except to the extent such damages are caused by a Party&#8217;s [span><span style=”font–weight: 400;”>***]span><span style=”font–weight: 400;”>; Notwithstanding the foregoing, claims for contribution toward third–party injury, damage, or loss are not limited, waived, released, or disclaimed.span>p>
<p><b>20.03 Extension of Waiver of Liability. b><span style=”font–weight: 400;”>The PAH agrees to extend the waiver of liability as set forth above to subawardees at any tier under and Project Agreement by requiring them, by contract or otherwise, to agree to waive all claims against the Parties to this Agreement.span>p>
<p><b>20.04 Applicability. b><span style=”font–weight: 400;”>Notwithstanding the other provisions of this article, this Waiver of Liability shall not be applicable to:span>p>
<ol>
<li style=”font–weight: 400;” aria–level=”1“><span style=”font–weight: 400;”>Claims between the PAH and the CMF regarding a material breach, noncompliance, or nonpayment of funds; span>li>
<li style=”font–weight: 400;” aria–level=”1“><span style=”font–weight: 400;”>Claims for damage caused by [span><span style=”font–weight: 400;”>***]span><span style=”font–weight: 400;”>; and span>li>
<li style=”font–weight: 400;” aria–level=”1“><span style=”font–weight: 400;”>Intellectual property claims.span>li>
ol>
<p><b>20.05  Limitation of Liability. b><span style=”font–weight: 400;”>In no case shall the CMF, or the PAH’s financial liability exceed the amount obligated by the Government or committed as a Cash Contribution or In–kind Contribution by a MCDC member entity under a Project Agreement. Nothing in this Article shall be construed to create the basis of a claim or suit where none would otherwise exist.span>p>