or other legal process) or litigation relating to or arising from or in connection with this Agreement or any Work Order or the Services contemplated herein (including, without limitation, any Losses arising from or in connection with any study, test, device, product or potential product to which this Agreement or any Work Order relates), except to the extent such Losses are determined to have resulted from the gross negligence or intentional misconduct of the Q Squared Indemnified Party seeking indemnity hereunder or material breach by Q Squared of its obligations under this Agreement or a Work Order.
(b) Q Squared shall indemnify, defend and hold harmless Customer and its Affiliates, and its and their directors, officers and employees (each, a Customer Indemnified Party), from and against any and all Losses, resulting or arising from any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with this Agreement or any Work Order or the Services contemplated herein, to the extent such Losses are determined to have resulted from the gross negligence or intentional misconduct of a Q Squared Indemnified Party hereunder or material breach by Q Squared of its obligations under this Agreement or a Work Order.
(c) The indemnified party shall: (i) give the indemnifying party prompt notice of any such claim or law suit (including a copy thereof served upon indemnified party); (ii) cooperate with indemnifying party and its legal representatives in the investigation of any matter the subject of indemnification, and (iii) not unreasonably withhold its approval of the settlement of any such claim, liability or action by indemnifying party that is the subject of Section 9(a) or 9(b).
10. Limitation of Liability.
(a) Except for either partys indemnification obligations under Section 9, neither Q Squared, nor Customer, nor any of their Affiliates, nor any of their respective directors, officers, employees, subcontractors or agents or representatives, consultants, or shareholders shall have any liability of any type (including, but not limited to, contract, negligence and tort liability) for any loss of profits, opportunities or goodwill, or any type of special, incidental, indirect or consequential damage or loss in connection with or arising out of this Agreement, or any Work Order, or the Services performed by Q Squared hereunder.
(b) Except for either partys indemnification obligations under Section 9, in no event shall the collective, aggregate liability (including without limitation, contract, negligence and tort liability) of Q Squared or its Affiliates, directors, officers, employees, subcontractors or agents under this Agreement exceed the amount of fees actually received by Q Squared from Customer under the applicable Work Order.
11. Cooperation; Customer Delays; Disclosure of Hazards. Customer shall forward to Q Squared in a timely manner all documents, materials and information in Customers possession or control necessary for Q Squared to conduct the Services. Q Squared shall not be liable to Customer nor be deemed to have breached this Agreement for errors, delays or other consequences arising from Customers failure to timely provide documents, materials or information or to otherwise cooperate with Q Squared in order for Q Squared to timely and properly perform
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Master Laboratory Services Agmt US
Q Squared Solutions LLC
Version July 2019
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