A consequential damages waiver is a contractual clause that prevents a party from claiming losses that don't directly result from a breach but arise as a secondary effect, such as lost profits or reputational harm. This waiver limits liability to direct damages only, promoting clarity and reducing potential legal exposure.
Each party must notify the other parties promptly upon learning of any claimed breach of any warranty and, to the extent allowed by applicable law, such party's remedy for breach of this warranty shall be subject to the limitation of liability and consequential damages waiver in this agreement. This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth above fails of its essential purpose.
Consequential Damages Waiver. In no event shall any party to this agreement be liable to another party for any incidental, special, punitive or consequential damages, lost profits, or any other indirect damages, whether arising in contract, tort (including negligence) or otherwise even if the possibility thereof may be known in advance to one or more parties.
Consequential Damages Waiver; Limitation of Liability. Except for liability arising under the Non-Circumvention Agreement and a party's obligations under Section 15 (Indemnities), in no event shall either party be liable to the other for special, indirect, incidental or consequential damages.
Consequential Damages Waiver. Except with respect to the obligations set forth in Section 5 and Section 8.1, and excluding any unauthorized use of the firmware by the customer, in no event will either party be liable to the other party or any third party for the cost of procurement of substitute goods, loss of use, loss of data, interruption of business or any incidental, special, indirect, exemplary, consequential or punitive damages of any kind arising out of or relating to this agreement, however incurred, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if such party is advised of the possibility of such damages in advance by the other party.
Consequential Damages Waiver. Except for gross negligence or willful misconduct, or a breach of Section 8 (Confidentiality), neither party shall be liable for any indirect, consequential, special, exemplary or punitive damages, including damages for lost profits or lost revenues regardless of whether it has been informed of the possibility or likelihood of such damages or the type of claim, contract, or tort (including negligence).
Each party must notify the other parties promptly upon learning of any claimed breach of any warranty and, to the extent allowed by applicable law, such party’s remedy for breach of this warranty shall be subject to the limitation of liability and consequential damages waiver in this agreement. This disclaimer and exclusion shall apply even if the express warranty and limited remedy set forth above fails of its essential purpose.
Consequential Damages Waiver. Notwithstanding anything to the contrary in this agreement, except for supplier’s obligations in Section 17.3 (Open Source Warranty), Section 18 (Epidemic Failure), and Section 19 (Indemnification) other than for replacement product costs (which shall be subject to the limits contained in Section 22.2), for breach of a party’s obligations of confidentiality under Section 20, and for violation or infringement by one party of the intellectual property of the other party or a third party, under no circumstances will any party, its employees, officers, directors, agents, successors, or assigns be liable under any contract, product liability, strict liability, tort (including negligence), or other legal or equitable theory for any special, incidental, punitive, exemplary, indirect, or consequential costs or damages. These include, but are not limited to, damages for business interruption, loss of profits, loss of revenue, loss of data, loss of goodwill, or costs of procurement of substitute goods or services (except as provided in Section 18.2 and Section 19.2) arising out of or relating in any way to the subject matter of this agreement, whether or not that party has been advised of the possibility of such damage. This section does not limit either party’s liability for bodily injury (including death) or physical damage to tangible property.
Consequential Damages Waiver. Neither party shall be liable to the other for any indirect, consequential, incidental, exemplary, special or punitive damages (including lost profits and lost business), arising out of or related to this Agreement, even if it has been advised or is aware of the possibility of such damages, and regardless of whether arising in tort (including negligence), contract, or other legal or equitable theory. Consequential damages shall include, without limitation, opportunity costs, loss of use of facilities or other assets, claims of subcontractors, lost profits, lost savings, lost business or lost goodwill. Notwithstanding anything to the contrary contained herein, the exclusions and limitations of liability contained in this section shall not apply to: (i) losses arising out of or relating to a party’s failure to comply with its obligations under Sections 25(d) or 25(g); and (ii) personal injury, including death, and damage to tangible personal property caused by the negligent, willful or intentional acts of a party or its employees, agents or subcontractors.
Consequential Damages Waiver. Except for a breach of Article 9, a breach by either party of the licenses granted to it under Section 2.1 or Section 2.2, as applicable, a breach of Section 2.9, a party’s gross negligence or willful misconduct, or obligations arising under Article 11, neither party will be liable to the other party under this agreement for any indirect, consequential, special, exemplary, or punitive damages, including damages for lost profits or lost revenues. This limitation applies regardless of whether the party has been informed of the possibility or likelihood of such damages or the type of claim, whether in contract or tort (including negligence), and even if the remedies provided in this agreement fail to achieve their essential purpose.
Consequential Damages Waiver. Except as expressly set forth herein, neither Party shall be liable to the other Party for any exemplary, punitive, special, indirect, consequential, remote, or speculative damages (including loss of profits, revenue or production) arising out of or relating to, in any manner, this Agreement, the transaction contemplated hereunder, or the Oil and Gas Interests, even if such damages are caused by the sole, joint, or concurrent negligence, strict liability, or other fault of the Party whose liability is being waived hereby, except to the extent such damages are suffered by a third party and asserted through a third party Claim subject to indemnification hereunder.
Consequential Damages Waiver Except for liability arising from: 1. Indemnification obligations as set forth in [**] – [**] – [**], 2. Gross negligence, willful misconduct, or fraud, and 3. Breach of [**], neither party shall be liable to the other for any indirect, special, consequential, punitive, or exemplary damages. This includes, but is not limited to, damages based on lost profits, business interruption, lost business, or lost savings arising from any act or failure to act under this agreement, even if the party was advised of the possibility of such damages.
Consequential Damages Waiver Except for a breach of Section 11, neither party shall be liable for any loss of goodwill, reputation, business, revenues, indirect profits, anticipated profits, contracts, or opportunities (regardless of classification as damages) or for any indirect, consequential, special, exemplary, or punitive damages. This exclusion applies regardless of whether the party was informed of the possibility of such damages or the nature of the claim, whether in contract, tort (including negligence), or otherwise. Nothing in this agreement excludes or limits liability for: - Death or personal injury caused by negligence. - Fraud. - Any other liability that cannot legally be excluded or limited.
A Consequential Damages Waiver is a clause commonly found in contracts that limits or eliminates a party’s liability for indirect or consequential losses arising from a breach of the contract. Consequential damages, as opposed to direct damages, refer to losses that do not flow directly and immediately from the act complained of but arise as a secondary result of the breach. These can include lost profits, loss of business opportunities, or damage to reputation.
A Consequential Damages Waiver should be used when parties want to minimize their exposure to claims for indirect or unforeseen losses. It’s particularly important in scenarios where the potential for extensive, unpredictable damages is high:
When drafting a Consequential Damages Waiver, clarity and specificity are essential. Consider the following example:
“Neither party shall be liable to the other for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with this Agreement, including but not limited to lost profits, even if such party has been advised of the possibility of such damages.”
It’s important to ensure that the waiver is clear about what constitutes consequential damages and that it is not overly broad, which might render it unenforceable.
Consequential Damages Waivers are typically found in a variety of contracts, especially those involving significant risk and complexity. Common examples include:
By including a consequential damages waiver, parties can better manage their risk exposure and foster clearer understandings of liability limits.
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Consequential damages refer to losses that do not flow directly and immediately from an act but rather result indirectly from the act's harmful consequences, such as lost profits or business opportunities. These damages are often excluded in contracts to limit a party's liability for these indirect, and sometimes unforeseeable, damages stemming from breaches or other issues.
A contract amendment is a formal alteration to the terms of an existing contract, agreed upon by all parties involved. It allows changes to specific provisions without voiding the original contract, ensuring that the agreement remains relevant and effective in addressing the parties' needs.
Contract consideration refers to the value or benefit that each party agrees to exchange as part of the agreement, which is necessary for a contract to be legally binding. It can include money, services, goods, or a promise to refrain from a specific action.
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