Common use of LIMITATION OF LIABLITY Clause in Contracts

LIMITATION OF LIABLITY. Liability of either party to the other for any breach of this Grant Agreement shall be limited to the lesser of: (i) actual direct, foreseeable damages resulting from such breach, or (ii) the fair market value of the payments, products, and services provided by one party to the other under this Grant Agreement. EXCLUDING DAMAGES ARISING DUE TO GRANTEE’S BREACH OF ITS OBLIGATIONS UNDER THE CONFIDENTIALITY PROVISIONS OF THIS GRANT AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO THIS GRANT AGREEMENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCURRED OR SUFFERED BY THE OTHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS GRANT AGREEMENT (INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOSS OF INCOME OR LOSS OF BUSINESS ADVANTAGE), EVEN IF SUCH PARTY OR AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF WHETHER EITHER PARTY’S REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.