Limit on Types of Damages Recoverable Clause Samples

Limit on Types of Damages Recoverable. ( a) EXCEPT FOR THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES (OR ANY COMPARABLE CATEGORY OR FORM OF SUCH DAMAGES, HOWSOEVER CHARACTERIZED IN ANY JURISDICTION), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF FORESEEABLE OR IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ( b) Except as set forth below, each party’s aggregate liability to the other party and to any third party for damages under this Contract shall not exceed the amount of all direct provable damages suffered, incurred or sustained by such party hereunder up to the lesser of (i) a cap equal to two times (2X) the maximum contract amount, as the same may be amended, from time-to-time or (ii) $10,000,000. The following are agreed to be direct damages and neither party shall assert that they are consequential damages or any other form of damages for which recovery hereunder is denied by the provisions of this Section above to the extent that such damages result from Contractor’s failure to fulfill its obligations in accordance with this Contract and/or any Statement of Work: i. costs of recreating or reloading any of the State’s lost or damaged information; ii. costs of implementing a workaround in respect of a failure to provide the Services;

Limit on Types of Damages Recoverable. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL (AND CONSULTANT’S SUPPLIERS AND LICENSORS WILL NOT) BE LIABLE TO THE OTHER PARTY OR ANY OTHER THIRD PARTY CLAIMING THROUGH A PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOST OR DAMAGED DATA, INVESTMENTS MADE, AND LOSS OF BUSINESS OPPORTUNITY OR INTERRUPTION) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS AGREEMENT, ANY SOW, OR THE SERVICES, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, TORT, STRICT LIABILITY AND NEGLIGENCE), EVEN IF (A) SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) DIRECT DAMAGES DO NOT SATISFY A REMEDY, OR (C) A LIMITED REMEDY SET FORTH IN THIS AGREEMENT OR ANY SOW FAILS OF ITS ESSENTIAL PURPOSE.

Limit on Types of Damages Recoverable. Subject to Section 20.3 (Exceptions to Exclusions of Consequential and Direct Damage Cap), in no event shall either Party be liable to the other Party or any other person or entity for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or nature whatsoever (including, without limitation, lost 37 4830-2082-6212v.8 207239136_2 LAW revenues, profits, savings or business, or contribution or indemnity in respect of any claim against the Party) or loss of records or data, whether in an action based on contract, warranty, strict liability, tort (including, without limitation, negligence) or otherwise, even if such Party has been informed in advance of the possibility of such damages or such damages could have been reasonably foreseen by such Party

Limit on Types of Damages Recoverable. (a) EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) The exclusion set forth in clause (a) shall not apply to Losses or damages attributable to (i) Losses otherwise recoverable by an indemnitee pursuant to Article 16 (Indemnification), (ii) a Party's willful breach of its obligations with respect to the other Party's Confidential Information, (iii) a Party's willful misconduct, or (iv) abandonment by Supplier or any Supplier subcontractor of any material obligations under this Master Agreement or any Service Agreement.

Limit on Types of Damages Recoverable. ( a) EXCEPT AS SET FORTH IN SECTION 25.3 OF THIS ARTICLE BELOW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (OR ANY COMPARABLE CATEGORY OR FORM OF SUCH DAMAGES, HOWSOEVER CHARACTERIZED IN ANY JURISDICTION), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF FORESEEABLE OR IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.‌ ( b) Except as set forth in Section 25.3 of this Article below, each party’s aggregate liability for damages under this MSA (including each and every Statement of Work hereunder) shall not exceed the amount of all direct provable damages suffered, incurred or sustained by such party hereunder up to a cap equal to the greater of (1) the amount paid or payable (based on aggregate Charges under this MSA and any Statement(s) of Work) to Supplier under this MSA; or (2) five million dollars ($5,000,000). In no event shall this MSA limit the liability of Supplier for claims made against Supplier by parties other than the State of Vermont. The following are agreed to be direct damages and neither party shall assert that they are consequential damages or any other form of damages for which recovery hereunder is denied by the provisions of Section 25.2(a) of this Article above to the extent that such damages result from Supplier’s failure to fulfill its obligations in accordance with this MSA and/or any Statement of Work: i. costs of recreating or reloading any of SOV’s lost or damaged information; ii. costs of implementing a workaround in respect of a failure to provide the Services; iii. costs of replacing lost or damaged Supplier Facilities, Equipment, Software or other materials; iv. costs and expenses incurred to correct errors in Supplier Facilities, Equipment and/or Software maintenance and enhancements provided as part of the Services; v. costs and expenses incurred to procure the Services from an alternate source; and

Limit on Types of Damages Recoverable. (a) EXCEPT AS SET FORTH IN CLAUSE (B) BELOW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (b) The exclusion set forth in clause (a) shall not apply to (i) Losses otherwise recoverable by an indemnitee pursuant to Article 16 (Indemnification) (except that such exclusion shall apply to Losses recoverable pursuant to Section 16.3(iv)), (ii) breach by a Party of its obligations for intentional acts with respect to Confidential Information, (iii) damages caused by a Party's intentional or willful acts or willful misconduct, or (iv) any intentional breach of this Master Agreement or any Service Agreement.

Limit on Types of Damages Recoverable. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The limitation set forth in this Section will not apply with respect to: (a) claims for either Party’s breach of its obligations with respect to the care and use of the other’s Proprietary Business Information, (b) claims for which Master Broker is obligated to indemnify Horizon BCBSNJ under this Agreement, (c) claims for bodily injury or death or physical damage to tangible property resulting from either Party’s negligence or willful misconduct, (d) any claims resulting from either Party’s fraudulent or willful misconduct, or (e) any civil or monetary penalties that may be assessed by any governmental entities as a result of either Party’s negligence, omission, willful misconduct, or fraudulent acts.