Limitation on Liability Contract Clauses (329)

Grouped Into 12 Collections of Similar Clauses From Business Contracts

This page contains Limitation on Liability clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Limitation on Liability. Subject to the provisions of Paragraph 17 above, the obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its or their individual partners, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against the individual partners of Lessor, or its or their individual ...partners, directors, officers or shareholders, or any of their personal assets for such satisfaction. View More
Found in VPC Impact Acquisition Holdings III, Inc. contract
Limitation on Liability. Subject to the provisions of Paragraph 17 above, the The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, the individual partners partners, members or shareholders of Lessor or its or their individual partners, members, directors, officers officers, managers, members or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek reco...urse against the individual partners or members of Lessor, or its or their individual partners, directors, officers officers, managers, members, or shareholders, or any of their personal assets for such satisfaction. View More
Found in SMART Global Holdings, Inc. contract
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Limitation on Liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY SECTION 14 INVOLVING IHH'S INTENTIONAL AND WILLFUL DISCLOSURE OF CHEGG CUSTOMER NAMES AND/OR CHEGG CUSTOMER CONTACT INFORMATION TO A THIRD PARTY FOR MATERIAL FINANCIAL GAIN, IN NO EVENT WILL ANY PARTY OR THEIR RESPECTIVE AFFILIATES,SUPPLIERS OR LICENSORS BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS 2015 AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CON...SQUENTIAL DAMAGES, EVEN IF FORESEEABLE.13.Disclaimers. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT IN SECTION 19(d), EACH PARTY AND ITS RESPECTIVE AGENTS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF TIS AGREEMENT, [***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Confidential treatment has been granted with respect to this information.12INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.14.Confidentiality. (a) During the term of this 2015 Agreement, each Party (a "Disclosing Party") may provide the other Party (a "Receiving Party") with Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean the terms of this 2015 Agreement, the financial and transaction data arising from a Qualifying Transaction, the details of the Chegg Order, inventory data, business and marketing plans and business processes, customer contact information, and any other information which under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. "Confidential Information" shall not include information (i) which is or becomes publicly available without fault by the Receiving Party, (ii) was or is rightfully acquired by the Receiving Party from a source other than the Disclosing Party, (iii) that is independently developed by Receiving Party without reference to the Disclosing Party's Confidential Information, or (iv) was known to the Receiving Party prior to the date of the disclosure by the Disclosing Party. Receiving Party shall only use the Confidential Information for the purposes contemplated hereunder. Receiving Party will not disclose such information to any third party without the prior written consent of Disclosing Party. Each Party will take the same precautions it takes to protect the confidentiality of such information as are employed to protect its own confidential information of a similar nature, but in no case shall such protections be less than the standard of reasonable care for such information in the industry. At termination of this Agreement, upon Disclosing Party's request, Receiving Party shall return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof, or shall purge any Confidential Information in its data base maintained for this Agreement except as may be reasonably necessary for historical record keeping purposes. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information (i) to any third-party to the limited extent necessary to exercise its rights or obligations of confidentiality and non-use at least as restricted as the duties applicable to the Receiving Party hereunder, (ii) as may be required by the Securities and Exchange Commission ("SEC") provided however, that in such event the parties agree that Chegg shall file a confidential treatment request with respect thereto and that IHH shall have the right to participate in the drafting of, and any discussions or meetings with the SEC with respect to, any such request, (iii) as required by law or any judicial or governmental rule, regulation or requirement, provided that the Receiving Party will, unless prohibited by law or court order, provide Disclosing Party with notice of such disclosure or (iv) to the limited extent necessary to carry out its obligations under this 2015 Agreement. (b) All customer information provided to IHH by Chegg, including but not limited to Chegg customer contact information, is Chegg's confidential information, and is being provided to IHH solely for the purpose of fulfilling its obligations under this 2015 Agreement which purpose shall include the use of such customer information by IHH to evaluate and promote efficiencies under the Logistics Agreement. Upon termination of the 2015 Agreement, IHH shall delete all Chegg customer information, and provide Chegg with written confirmation of such deletion, except for any such information it is required by law to retain. View More
Found in CHEGG, INC contract
Limitation on Liability. EXCEPT 16.1. DISCLAIMER OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16.2. DAMAGE CAP. IN NO EVENT SHALL THE LIABILITY OF LICENSOR TO THE LICENSEE, IN THE AGGREGATE, ...IN LAW OR IN EQUITY, EXCEED ANY AMOUNTS RECOVERABLE BY LICENSOR UNDER LICENSOR'S APPLICABLE INSURANCE POLICIES, IF ANY, IT BEING THE EXPRESS INTENTION OF THE PARTIES FOR SUCH DAMAGES TO BE THE SOLE AND EXCLUSIVE MONETARY REMEDY FOR A BREACH OF CONFIDENTIALITY SECTION THIS AGREEMENT. IN THE EVENT THAT NO AMOUNTS ARE RECOVERABLE BY LICENSOR OR LICENSOR'S INSURANCE POLICIES DO NOT COVER THE LIABILITY AT ISSUE, THEN THE TOTAL LIABILITY OF LICENSOR TO THE LICENSEE, IN THE AGGREGATE, IN LAW OR IN EQUITY, SHALL NOT EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000). 14 INVOLVING IHH'S INTENTIONAL AND WILLFUL DISCLOSURE OF CHEGG CUSTOMER NAMES AND/OR CHEGG CUSTOMER CONTACT INFORMATION TO A THIRD PARTY FOR MATERIAL FINANCIAL GAIN, IN NO EVENT WILL ANY PARTY OR THEIR RESPECTIVE AFFILIATES,SUPPLIERS OR LICENSORS BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS 2015 AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSQUENTIAL DAMAGES, EVEN IF FORESEEABLE.13.Disclaimers. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT IN SECTION 19(d), EACH PARTY AND ITS RESPECTIVE AGENTS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF TIS AGREEMENT, [***] Certain confidential 17. Confidential Information. This section governs the protections for Confidential Information that one Party (the "Disclosing Party") provides to the other (the "Receiving Party") under this Agreement. 17.1. Scope. Subject to Section 17.2 (Exceptions), the term "Confidential Information" means information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 Disclosing Party provides to, or that the Receiving Party accesses from the Disclosing Party that meets one of the Securities Act following two criteria: the information either (i) is identified by a "CONFIDENTIAL" legend or similar legend of 1933, the Disclosing Party, or (ii) is obtained under circumstances such that the Receiving Party knew or reasonably should have known that the information should be treated as amended. Confidential treatment has been granted with respect confidential to this information.12INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.14.Confidentiality. (a) During the term of this 2015 Agreement, each Party (a "Disclosing Party") may provide the other Party (a "Receiving Party") with Confidential Information. For purposes of this Agreement, Disclosing Party. Subject to Section 17.2 (Exceptions), "Confidential Information" shall mean includes inventions, specifications, drawings, models, samples, reports, plans, financial information, work-in-progress, forecasts, computer programs or documentation, and all other technical, financial, intellectual or business information or data. By way of example and not limitation, Confidential Information of Licensor includes the terms Escrow Materials (including all associated Source Code) and the Platform. 17.2. Exceptions. The Parties' obligations of this 2015 Agreement, the financial confidentiality and transaction data arising from a Qualifying Transaction, the details of the Chegg Order, inventory data, business and marketing plans and business processes, customer contact information, and any other information which under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. "Confidential Information" non-use shall not include apply where the Receiving Party shows that the information (that would otherwise qualify as Confidential Information): (i) which is or after the Effective Date becomes publicly available without fault by or part of the public domain through no wrongful act, fault, or negligence on the part of the Receiving Party, Party; (ii) was in the possession of the Receiving Party at the time of the Receiving Party's receipt of the Confidential Information, and was not otherwise subject to an existing agreement of confidentiality; (iii) is received from a third party without restriction and without breach of any obligation of confidentiality to the Disclosing Party; or is rightfully acquired (iv) was independently developed by the Receiving Party from a source other than the Disclosing Party, (iii) that is independently developed by Receiving Party without reference to reliance on the Disclosing Party's Confidential Information, Information. 17.3. Confidentiality. The Receiving Party shall not access, use, or (iv) was known to disclose any of the Disclosing Party's Confidential Information except as expressly permitted under this Agreement. The Receiving Party shall protect the Disclosing Party's Confidential Information with the same level of care it uses for its own Confidential Information of like nature; provided, however, that the Receiving Party prior shall at a minimum use reasonable care to the date of the disclosure by protect the Disclosing Party. Party's Confidential Information. A Receiving Party shall only use be entitled to disclose the Disclosing Party's Confidential Information to its employees and the employees of its affiliates (collectively, "Authorized Individuals"); provided that each such Authorized Individual (i) has a need to know the Confidential Information for the purposes contemplated hereunder. Receiving Party will not disclose such information to any third party without the prior written consent of Disclosing Party. Each Party will take the same precautions it takes to protect the confidentiality of such information as are employed to protect its own confidential information of a similar nature, but in no case shall such protections be less than the standard of reasonable care for such information in the industry. At termination of this Agreement, upon Disclosing Party's request, and (ii) has been apprised of and agrees to the confidentiality and use obligations set out in this Agreement. Each Party shall be responsible for any breach of confidentiality by its employees and (where applicable) its service providers. 17.4. Compelled Disclosure. Nothing herein shall prevent a Receiving Party from disclosing any Confidential Information as necessary pursuant to any court order, lawful requirement of a governmental agency, or when disclosure is required by operation of law (including disclosures pursuant to any applicable securities laws and regulations); provided, however, that prior to any such disclosure, the Receiving Party shall return use reasonable efforts to (a) promptly notify the Disclosing Party all in writing of such requirement to disclose and (b) reasonably cooperate with the Disclosing Party, at the Disclosing Party's Confidential Information expense, in its possession, including, without limitation, all copies and extracts thereof, protecting against or shall purge any Confidential Information in its data base maintained for this Agreement except as may be reasonably necessary for historical record keeping purposes. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information (i) to any third-party to the limited extent necessary to exercise its rights or obligations of confidentiality and non-use at least as restricted as the duties applicable to the Receiving Party hereunder, (ii) as may be required by the Securities and Exchange Commission ("SEC") provided however, that in minimizing such event the parties agree that Chegg shall file a confidential treatment request with respect thereto and that IHH shall have the right to participate in the drafting of, and any discussions or meetings with the SEC with respect to, any such request, (iii) as required by law or any judicial or governmental rule, regulation or requirement, provided that the Receiving Party will, unless prohibited by law or court order, provide Disclosing Party with notice of such disclosure or (iv) to the limited extent necessary to carry out its obligations under this 2015 Agreement. (b) All customer information provided to IHH by Chegg, including but not limited to Chegg customer contact information, is Chegg's confidential information, and is being provided to IHH solely for the purpose of fulfilling its obligations under this 2015 Agreement which purpose shall include the use of such customer information by IHH to evaluate and promote efficiencies under the Logistics Agreement. Upon termination of the 2015 Agreement, IHH shall delete all Chegg customer information, and provide Chegg with written confirmation of such deletion, except for any such information it is required by law to retain. disclosure. View More
Found in Cuentas Inc. contract
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