(b) Subject to Section 9(c) below, each Party’s (including its Affiliates) liability, including for claims and Losses, arising out of the Services under a specific Project Agreement shall be limited to [***] (the “Liability Cap”). If [***], the applicable Liability Cap will be [***].
(c) The limitations set out in Sections 9(a) and 9(b) above shall not apply:
(i) to the parties indemnification obligations set forth in Section 8 above; and
(ii) to any claims for liabilities, losses, proceedings, suits, actions, damages, claims or expenses of any kind, including court costs and reasonable attorneys’ fees caused by (A) the fraud, gross negligence or willful misconduct of a Party; (B) any violation, infringement or misappropriation of the other Party’s intellectual property rights; and (C) either Party’s breach of its confidentiality obligations set forth in Section 6 above.
10. Intellectual Property; Ownership
(a) Except as set forth in Sections 10(b) and 10(c) below, all documents, materials, reports and deliverables provided by inVentiv to Client pursuant hereto whether or not patentable, copyrightable, or susceptible to any other form of legal protection which are made, conceived, reduced to practice or authored by inVentiv, or inVentiv’s employees, independent contractors, representatives or agents (if any) as a result of the performance of Services, or which are derived from use or possession of Client’s Confidential Information (collectively, the “Deliverables”) shall be the sole and exclusive property of Client upon full payment of all sums due to inVentiv for each such Deliverable under this Agreement. Notwithstanding the foregoing nothing in this Agreement or any Project Agreement shall be construed to give inVentiv any right, title or interest to any trademarks, patents or other pre-existing intellectual property of Client. For the avoidance of doubt, but subject to Section 10(b) inVentiv will not have any right, title, or interest in any new inventions, developments or improvements inVentiv makes to Client intellectual property or creates using Client Confidential Information during the course of performing under this Agreement and any Project Agreement. Subject to Sections 10(b) and 10(c) below, each Deliverable constituting an original work shall be considered a work made for hire under applicable copyright laws. Subject to Section 10(b) and 10(c) below, inVentiv hereby assigns and agrees to assign to Client all right, title and interest in all worldwide intellectual property rights in the Deliverables, including without limitation, patents, copyrights, and trade secrets. inVentiv agrees to cooperate, at Client’s expense, with reasonable all efforts on behalf of Client to identify and perfect all intellectual property rights associated with the Deliverables.
(b) Notwithstanding anything to the contrary set forth herein, to the extent any Deliverable or work made for hire include inVentiv’s concepts, ideas, models, know-how, software, methodologies, technology, techniques, procedures, management tools, workshops, manuals, macros, data files, inventions, and other intellectual capital and property that inVentiv has developed, created or acquired prior to, in the course of, or independent of performing Services under this Agreement (the “inVentiv Materials”), inVentiv shall retain exclusive ownership in such inVentiv Materials. Upon full payment of all sums due to inVentiv, inVentiv hereby grants Client a non-exclusive, non-transferable, royalty-free right and license, for Client