EXCEPTIONS TO LIABILITY CAP Sample Clauses
The "Exceptions to Liability Cap" clause defines specific circumstances where the contractual limit on a party's liability does not apply. Typically, this clause lists types of claims or damages—such as those arising from willful misconduct, gross negligence, or breaches of confidentiality—that are excluded from the general liability cap set elsewhere in the agreement. By carving out these exceptions, the clause ensures that parties remain fully accountable for particularly serious or intentional harms, thereby protecting against abuses and ensuring that the liability cap does not shield egregious behavior.
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EXCEPTIONS TO LIABILITY CAP. THE BVL CAP SHALL NOT APPLY TO DAMAGES RESULTING FROM: BREACHES BY A PARTY OF A DUTY IMPOSED UNDER ARTICLE 9 (CONFIDENTIALITY), SECTION 11 (INTELLECTUAL PROPERTY), OR DUE TO A PARTY’S WILLFUL MISCONDUCT OR FRAUD. FOR THE AVOIDANCE OF DOUBT, THE PARTIES EXPLICITLY ACKNOWLEDGE AND AGREE THAT BVL’S OFFERING TO ENTER INTO THIS AGREEMENT AND ENTERING INTO THIS AGREEMENT GIVEN BVL’S CURRENT AND POTENTIAL REGULATORY SITUATION AND THE POTENTIAL IMPACT OF THAT ON BVL’S ABILITY TO MANUFACTURE AND DELIVER PRODUCT UNDER THIS AGREEMENT SHALL NOT SERVE AS THE BASIS OF ANY CLAIM FOR WILLFUL MISCONDUCT, FRAUD OR FRAUD IN THE INDUCEMENT.
EXCEPTIONS TO LIABILITY CAP. The limitations of liability set forth in Section 18.3(b) shall not apply with respect to:
(i) Losses paid pursuant to the indemnification obligations under this Agreement;
(ii) Liability occasioned by a breach of a Party’s representations, warranties or covenants set forth in Sections 15.6, 15.7, 15.9, 15.10(a) (in the case of Supplier) and 15.10(b)( in the case of ABM); or
(iii) Liability occasioned by any breach of the restrictions in Sections 13.1 and 13.3 on the disclosure or use of ABM Data, ABM Proprietary Information, or Supplier Confidential Information; or
(iv) Liability occasioned by any breach of a Party’s obligations under Article 13 (other than those covered in Section 18.3(h)(ii)) resulting from gross negligence, recklessness or intentional tortious conduct.
EXCEPTIONS TO LIABILITY CAP. The liability cap set forth in Section 9(A) shall not apply to:
(1) A Party’s indemnification obligations under Section 9(D) (Indemnification);
(2) A Party’s gross negligence, willful misconduct, or fraud;
(3) Breach of confidentiality obligations under this Agreement;
(4) Failure to comply with Section 3 (Sub-Processors), except that the Client’s liability under Section 3 shall also be capped in accordance with Section 9(A);
(5) Regulatory fines or penalties imposed directly on a Party by a Supervisory Authority or other government agency for non- compliance with applicable Data Protection Laws, to the extent such fines are not the result of the other Party’s breach.
EXCEPTIONS TO LIABILITY CAP. The limitations of liability set forth in SECTION 18.3(b) shall not apply with respect to:
(i) Losses occasioned by a breach of a Party's representations, warranties or covenants set forth in SECTIONS 15.6, 15.7, 15.9 (but only to the extent that such code is intentionally invoked) and 15.
(ii) Damages occasioned by a breach of Provider's representations, warranties or covenants set forth in SECTION 15.10(a)(i).
EXCEPTIONS TO LIABILITY CAP. THE LIABILITY CAP SET FORTH IN SECTION 8.7.3 SHALL NOT APPLY TO DAMAGES RESULTING FROM: BREACHES BY A PARTY OF A DUTY IMPOSED UNDER ARTICLE 9 (CONFIDENTIALITY) OR ARTICLE 11 (INTELLECTUAL PROPERTY); OR BREACH BY BVL OF ITS NON-INFRINGEMENT REPRESENTATION AND WARRANTY UNDER SECTION 10.1(c) OR DUE TO A PARTY’S RECKLESS DISREGARD FOR THE CONSEQUENCES OF ITS NEGLIGENT CONDUCT OR WILLFUL MISCONDUCT.
EXCEPTIONS TO LIABILITY CAP. THE LIABILITY CAP SET FORTH IN SECTION 8.1(b) ABOVE WILL NOT APPLY TO: (a) DAMAGES RESULTING FROM A PARTY’S WILLFUL MISCONDUCT OR FRAUD; (b) ANY MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; (c) ANY DAMAGES THAT THE LIABLE PARTY IS NOT PERMITTED TO DISCLAIM (OR, AS APPLICABLE, LIMIT) UNDER APPLICABLE LAW; OR (d) ANY COSTS OF DEFENSE AND ANY AMOUNTS AWARDED AGAINST THE INDEMNIFIED PARTY BY A COURT OF COMPETENT JURISDICTION, OR AGREED UPON PURSUANT TO SETTLEMENT AGREEMENT, THAT ARE SUBJECT TO SUCH PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS AGREEMENT. THE EXCEPTIONS IN THE PRIOR SENTENCE SHALL NOT APPLY TO LICENSOR’S LIABILITY HEREUNDER DURING ANY NO-COST EVALUATION PERIOD (EXCEPT TO THE EXTENT ANY SUCH EXCEPTIONS ARE APPLICABLE AS A MATTER OF LAW). BUYER ACKNOWLEDGES THAT SECTIONS 8.1 AND 8.2 ARE AN ESSENTIAL PART OF THE AGREEMENT, ABSENT WHICH THE ECONOMIC TERMS AND OTHER PROVISIONS OF THE AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
EXCEPTIONS TO LIABILITY CAP. The liability cap in clause 16.2 does not apply to liability for:
(a) any liability that cannot be excluded by applicable laws; and
(b) in the case of the Service Provider, the indemnities in clause 16.1.