Common use of Force Majeure, Exclusions of Liability and Indemnity Clause in Contracts

Force Majeure, Exclusions of Liability and Indemnity. 1. SFP shall not be responsible for any breach, non-performance, delays or non-clearance of any Exchange Transactions due to events beyond SFP’s control including but not limited to strike, fire, accident, act of any government, natural disasters, war, acts of terrorism, act of God or emergency including those declared by the relevant exchange or clearing house or due to any failure in the performance or function or breakdown or disruption of any of the Exchange Member Customer’s or SFP’s computers (whether hardware or software), machinery, equipment, products and/or systems (whether electronic, telecommunicative or otherwise) maintained by, used for, in connection with or otherwise affecting the Exchange Member Customer’s or SFP’s business whatsoever, including but not limited to the failure or inability of such computers, machinery, equipment, product and systems or any one or more of them to accept, recognise, store, retrieve, process and/or transmit dates or data with respect to dates or otherwise, or due to the failure of any relevant exchange, clearing house, settlement system or broker for any reason to perform its obligations, or due to the Exchange Member Customer’s mistake, misconduct or omission or those of other members of the relevant exchange or clearing house, or due to SFP’s suspension or expulsion from or SFP’s ceasing to be a clearing member of the relevant clearing house. 2. The Exchange Member Customer shall indemnify SFP and keep SFP indemnified, fully and completely, and hold SFP harmless, at all times from and against any and all claims, demands, actions, proceedings, damages, costs, expenses, losses and all other liabilities whatsoever including legal costs on a full indemnity basis which SFP may suffer, incur or sustain in connection with this Clearing Agreement, the Customer Agreement, SFP’s performance and observance of the terms of this Clearing Agreement and the Customer Agreement, any of the Exchange Member Customer’s acts or omissions, SFP’s agreeing to provide the clearing arrangements under this Clearing Agreement and the Customer Agreement, and SFP’s clearing of the Exchange Member Customer’s Exchange Transactions.