EXCEPT FOR BREACHES Sample Clauses
The "Except for Breaches" clause serves to carve out specific exceptions from broader contractual provisions, typically relating to limitations of liability or remedies. In practice, this clause means that certain protections or limitations—such as caps on damages or exclusions of certain types of liability—do not apply in cases where a party has breached key obligations, often involving confidentiality, intellectual property, or willful misconduct. Its core function is to ensure that parties remain fully accountable for serious breaches, thereby preventing misuse of general limitations to escape responsibility for significant contractual violations.
POPULAR SAMPLE Copied 3 times
EXCEPT FOR BREACHES. OF SECTION 11 AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOSS OF PROFIT, LOSS OF ANTICIPATED PROFIT, LOSS OF DATA OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED, OR KNEW, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, PROVIDED THAT NEITHER PARTY SHALL BE DEEMED TO HAVE ASSUMED THE RISK OF THE OTHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. EXCEPT FOR BREACHES OF SECTION 11, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EITHER PARTY’S ENTIRE LIABILITY TO THE OTHER PARTY HEREUNDER SHALL NOT EXCEED A TOTAL OF [*]. THE LIMITATIONS ON LIABILITY FOR DAMAGES SET FORTH IN THIS AGREEMENT SHALL BE INAPPLICABLE TO EACH PARTY’S CONTRACTUAL OBLIGATION TO INDEMNIFY THE OTHER PARTY AS SET FORTH IN SECTIONS 13.4 AND 13.5 OF THIS AGREEMENT.
EXCEPT FOR BREACHES. OF SECTION 1 (USE) OR 4 (IP) OR FOR FEES PAYABLE, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES. EXCEPT FOR FEES PAYABLE OR EXCLUSIONS, EACH PARTY’S CUMULATIVE, AGGREGATE LIABILITY TO THE OTHER, WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE GREATER OF: (a) TOTAL AMOUNTS PAID DURING THE TERM; AND
EXCEPT FOR BREACHES. OF THE LICENSING CONDITIONS SET FORTH IN SECTION 2, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR AMOUNTS REPRESENTING INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF BUSINESS, OF THE OTHER PARTY ARISING FROM THE PERFORMANCE OR BREACH OF ANY TERMS OF THESE TERMS AND CONDITIONS. SUBJECT TO SECTION 2, NEITHER PARTY, NOR ITS AFFILIATES, ITS SUPPLIERS, ITS LICENSORS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS OF ANY OF THEM (THE “PROTECTED PARTIES”) WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO TECHINSIGHTS BY COMPANY DURING THE TWELVE MONTH PERIOD PRIOR TO DATE OF THE FIRST EVENT GIVING RISE TO ANY SUCH DAMAGE OR CLAIM.
EXCEPT FOR BREACHES. RELATED TO CONFIDENTIAL INFORMATION, ---------- NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOST PROFITS OF ANY KIND WHATSOEVER EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EXCEPT FOR BREACHES. OF SECTIONS 1.1 (USE AND ACCESS TO THE SOLUTIONS BY
EXCEPT FOR BREACHES. OF CONFIDENTIALITY UNDER SECTION 11 AND SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR ANY ADDENDUM TO THIS AGREEMENT, NEITHER PARTY NOR GOOGLE’S AFFILIATES WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING WHETHER OR NOT THAT PARTY WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
EXCEPT FOR BREACHES. OF LICENSE RESTRICTIONS OR CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUES, WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT OR BREACH OF WARRANTY), IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER THEORY OF RELIEF, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AS A RESULT ANY REMEDY ARISING HEREUNDER OR UNDER APPLICABLE LAW FAILS FOR ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS ON KNC’S LIABILITY SHALL NOT APPLY IN THE EVENT THAT KNC HAS INTENTIONALLY OR WILLFULLY BREACHED THIS AGREEMENT BY FAILING TO PERFORM ITS OBLIGATIONS HEREUNDER, OR HAS BEEN GROSSLY NEGLIGENT IN PERFORMANCE OF ITS DUTIES HEREUNDER. *****Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
EXCEPT FOR BREACHES. RELATED TO CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOST PROFITS OF ANY KIND WHATSOEVER EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
EXCEPT FOR BREACHES. OF SECTIONS 2.1, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
EXCEPT FOR BREACHES. OF OBLIGATIONS IN SECTIONS 5, 6, AND 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, SUFFERED BY THE OTHER PARTY, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY USE OF OR FAILURE TO BE ABLE TO USE THE SOFTWARE OR SERVICES. ▇▇▇▇▇▇▇ SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO (i) TRANSACTIONS PERFORMED USING THE SOFTWARE OR SERVICES; OR (ii) MODIFICATIONS TO THE SOFTWARE OR SERVICES BY LICENSEE, WHETHER SUFFERED BY LICENSEE OR ANY THIRD PARTY. Notwithstanding any provision herein to the contrary, ▇▇▇▇▇▇▇’▇ total aggregate liability for any damages arising out of or related to this Agreement will not exceed the fees paid by Licensee hereunder, for the Software or Service that is the subject of the action. The existence of one or more claims will not enlarge this limit. Licensee acknowledges that ▇▇▇▇▇▇▇’▇ pricing reflects this allocation of risk and the limitation of liability specified in this section will apply regardless of whether any limited or exclusive remedy specified in this Agreement fails of its essential purpose.