Warranties Contract Clauses (2,109)

Warranties. The Employee has the knowledge, abilities and skills required to perform the duties of his position. 5.2. 5.2 The Employee shall inform the Company, immediately upon becoming aware of any matter in which he she or a member of his her immediate family or affiliate has a personal interest or which might create a conflict of interests with his her duties under this Agreement. 5.3. 5.3 In carrying out his her duties under this Agreement, the Employee shall not make any representations, or give any... guaranties on behalf of the Company, except as authorized to do. 5.4. 5.4 The Employee represents and warrants that on the effective date hereof he is she will be free to provide services to the Company upon the terms contained in this Agreement and that there are no employment contracts, consulting contracts or restrictive covenants preventing full performance of his her duties hereunder. 5.5. 5.5 The Employee represents and warrants that he she will not use during the course of his her employment with the Company any trade secrets or proprietary information that is the property of his her previous employer(s) in such a manner that may breach any confidentiality or noncompetition agreement or other obligation the Employee may have with such former employer(s). View More

Warranties. Borrower hereby warrants that (i) the Borrower is duly and validly organized in the State of Nevada, (ii) the Borrower has authority under its corporate governance documents to borrow funds; (iii) to the Borrowers knowledge, the Borrower has no material undisclosed liabilities and no actions, suites, proceedings or investigations are pending or threatened against the Borrower which might result in a material adverse change in the financial condition of Borrower as a whole; (iv) the statements,... representations, warranties and covenants in the Agreement are accurate. By: Celexus, Inc. 3 EX-10.3 7 e1425_10-3.htm EX-10.2 6 e1425_10-2.htm EXHIBIT 10.3 10.2 Exhibit 10.3 10.2 PROMISSORY NOTE $5,000.00 January 17, 2019 $500.00 September 11, 2018 This Promissory Note ("Note") is made and delivered by Celexus, Inc., a Nevada corporation ("Borrower") in favor of Gold Partners and/or Assignees ("Lender"). FOR VALUE RECEIVED, Borrower promises to pay to Lender, or order, the principal sum of Five Thousand Hundred Dollars ($5,000.00) ($500.00) (the "Note Amount"), together with interest as provided herein. a.Interest Rate. Interest shall be at the rate of 0 percent per month until maturity. View More

Warranties. Consultant warrants and covenants that: (i) the Services have been and will be performed in a professional and workmanlike manner in accordance with all applicable laws, rules and that regulations, (ii) none of such Services nor or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) and (iii) all work under this Agreement shall be Consultant's original work and none of the Services or Inventions or any development, use, production,... distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and, (iii) Consultant has the full right to allow her to provide the Company with the assignments and rights provided for herein. entity. View More

Warranties. Consultant represents and warrants that: (i) (a) the Services will be performed in a professional and workmanlike manner and that manner; (b) none of such the Services nor or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) (c) all work under this Agreement shall be Consultant's original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate... or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and, (iii) Consultant itself); (d) Consultant has the full right to allow her to provide the Company with the assignments and rights provided for herein. herein; and (e) Consultant will not disclose to Company or use for its benefit any trade secret or proprietary or confidential information of any third party. View More

Warranties. Consultant represents and warrants that: (i) (a) the Services will be performed in a professional and workmanlike manner and that manner; (b) none of such the Services nor or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) (c) all work under this Agreement shall be Consultant's original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate... or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); and, (iii) Consultant itself); (d) Consultant has the full right to allow her to provide the Company with the assignments and rights provided for herein. herein; and (e) Consultant will not disclose to Company or use for its benefit any trade secret or proprietary or confidential information of any third party. View More

Warranties. The Services shall be performed in a professional manner, consistent with industry standards. In performing the Services, Consultant Services under this Agreement, Jerry shall not make any unauthorized use of any confidential or proprietary information of any other party or infringe the intellectual property rights of any other party. Monopar represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Warranties. 8.1 Each Party represents and warrants that it: (a) is a limited company or a limited liability company (as applicable) duly organized and existing in the jurisdiction in which it is organized; (b) has taken all necessary company action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (c) has duly executed and delivered this Agreement which, in turn, constitutes a legal, valid, binding obligation, enforceable against... such Party. 7 8.2 Licensor represents and warrants to Licensee that (a) Licensor is appointed as the sole and exclusive promoter of the Championship and the 24 Hours of Le Mans (including the right to exploit the Licensed IP in order to promote and commercially exploit the Championship and the 24 Hours of Le Mans); Championship); (b) Licensor has as of the Effective Date and shall have at all times during the Term the sole and exclusive right to grant the rights licensed in respect of the Championship and the 24 Hours of Le Mans under this Agreement; and (c) the Licensor has not as of at the Effective Date date of this Agreement received any notification that the use of the Licensed IP by Licensee as contemplated by this Agreement would infringe, violate, or otherwise misappropriate the intellectual property rights of any third party. It is expressly accepted that save for the warranties in this Section 8.2 and such warranties as may not be excluded by law, no warranties are given by the Licensor and all warranties express or implied, statutory or otherwise are excluded. View More

Warranties. Each Party represents and warrants to the other Party that it has full power and authority to execute, deliver, and perform this Agreement, and that no other proceedings by such Party are necessary to authorize the Party's execution or delivery of this Agreement. 11.2 Documents. University represents and warrants that: all University personnel, including employees, students, consultants and contractors, who University is aware as of Effective Date have contributed to the Licensed Patents as of... Effective Date have either (a) been party to a for-hire relationship with University that affords University sufficient ownership of all Licensed Patents to provide this license of University's rights to Company, or (b) executed assignment documents in favor of University as prescribed either by University policies or by agreement with HHMI to provide University sufficient ownership of the Licensed Patents to provide this license of University's rights to Company. Furthermore, in the IIA, Stanford represents that its inventors are either (i) obligated to assign to Stanford all of the inventors' rights in the Licensed Patents or (ii) obligated to assign his/her inventor's rights in the Licensed Patents to HHMI, and that HHMI has or will assign its rights in such Licensed Patents to Stanford University pursuant to the collaborative arrangements between them; and that Stanford will use diligent efforts to cause its inventors to sign any additional papers as may be necessary to evidence such assignment. Neoleukin Therapeutics, Inc. / University of Washington Exclusive License Agreement UW CoMotion Ref. 44544A Table of Contents CONFIDENTIAL 11.3 No Known Infringement. As of the Effective Date, to the best of University's CoMotion office's knowledge, (a) no claim has been made or is threatened charging University or Stanford University with infringement of, or claiming that the Licensed Rights infringe any Third Party rights; and (b) no proceedings have been instituted, or are pending or threatened, which challenge the University's or Stanford University's rights in respect to the Licensed Patents or other Licensed Rights. 11.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 2.8 "IIA", 11.1 "AUTHORITY", 11.2 "DOCUMENTS", AND 11.3 "NO KNOWN INFRINGEMENT" UNIVERSITY DISCLAIMS (FOR ITSELF AND EXCLUDES ON BEHALF OF STANFORD UNIVERSITY) AND HHMI DISCLAIM AND EXCLUDE ALL WARRANTIES, EXPRESS AND IMPLIED, CONCERNING EACH LICENSED RIGHT AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. University/Stanford University innovation has been developed as part of research conducted at University and Stanford University. University/Stanford University innovation is experimental in nature and is made available "AS IS," without obligation by University or Stanford University to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of University/Stanford University innovation is with Company. 11.5 Intellectual Property Disclaimers. University (for itself and on behalf of Stanford University) expressly disclaims any warranties concerning and makes no representations: (a) that the Licensed Patent(s) will be approved or will issue; (b) concerning the validity or scope of any Licensed Right; or (c) that the practice of Licensed Rights, or the manufacture, use, sale, lease or other disposition of a Licensed Product will not infringe or violate a Third Party's patent, copyright, or other intellectual property right. Icosavax, Inc. / University of Washington License and Exclusive Option Agreement UW CoMotion Ref. [***] Page 19 CONFIDENTIAL 12. DAMAGES 12.1 Remedy Limitation. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (A) IN NO EVENT WILL UNIVERSITY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL COMPANY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES OF ANY THIRD PARTY LICENSEE OF UNIVERSITY UNDER ANY AND ALL LICENSES GRANTED BY UNIVERSITY TO SUCH THIRD PARTY UNDER THE LICENSED PATENTS TO MAKE, HAVE MADE ON SUCH THIRD PARTY'S BEHALF, USE, OFFER TO SELL, SELL, OFFER TO LEASE OR LEASE, IMPORT, OR OTHERWISE OFFER TO DISPOSE OF LICENSED PRODUCTS IN THE TERRITORY IN THE CV FIELD OF USE. 12.2 Damage Cap. IN NO EVENT WILL UNIVERSITY'S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED [***] OF PAYMENTS PAID TO UNIVERSITY UNDER ARTICLE 6 "PAYMENTS, REIMBURSEMENTS, REPORTS, AND RECORDS". THIS LIMITATION WILL APPLY TO CONTRACT, TORT, AND ANY OTHER CLAIM OF WHATEVER NATURE. View More

Warranties. Authority. Each Party represents and warrants to the other Party that it has full power and authority to execute, deliver, and perform this Agreement, and that no other proceedings by such Party are necessary to authorize the Party's execution or delivery of this Agreement. 11.2 11 11.2. Documents. University represents and warrants that: all University personnel, including employees, students, consultants and contractors, who University is aware as of Effective Date have contributed to the... Licensed Patents as of Effective Date have either (a) been party to a for-hire relationship with University that affords University sufficient ownership of all Licensed Patents to provide this license of University's rights to Company, or (b) executed assignment documents in favor of University as prescribed either by University policies or by agreement with HHMI to provide University sufficient ownership of the Licensed Patents to provide this license of University's rights to Company. 11.3 Furthermore, in the interinstitutional agreement between University and Cambridge, Cambridge represents that [***]. 11.3. No Known Infringement. As of the Effective Date, to the best of University's CoMotion office's knowledge, [***] (a) no claim has been made or is threatened charging University or Cambridge with infringement of, or claiming that the Licensed Rights infringe any Third Party rights; and (b) no proceedings have been instituted, or are pending or threatened, which challenge the University's or Cambridge's rights in respect to the Licensed Patents or other Licensed Rights. 11.4 11.4. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 11.1 "AUTHORITY", (AUTHORITY), 11.2 "DOCUMENTS", (DOCUMENTS), AND 11.3 "NO (NO KNOWN INFRINGEMENT" INFRINGMENT) UNIVERSITY DISCLAIMS AND EXCLUDES CAMBRIDGE DISCLAIM AND EXCLUDE ALL WARRANTIES, EXPRESS AND IMPLIED, CONCERNING EACH LICENSED RIGHT AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. University innovation has been developed as part of research conducted at University. University innovation is experimental in nature and is made available "AS IS," without obligation by University to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of University innovation is with Company. 11.5 11.5. Intellectual Property Disclaimers. University and Cambridge expressly disclaims disclaim any warranties concerning and makes no representations: (a) that the Licensed Patent(s) will be approved or will issue; (b) concerning the validity or scope of any Licensed Right; or (c) that the practice of Licensed Rights, or the manufacture, use, sale, lease or other disposition of a Licensed Product will not infringe or violate a Third Party's patent, copyright, or other intellectual property right. Icosavax, Inc. / University of Washington License and Exclusive Option Agreement UW CoMotion Ref. [***] Page 19 CONFIDENTIAL 12. DAMAGES 12.1 Remedy Limitation. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (A) IN NO EVENT WILL UNIVERSITY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL COMPANY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES OF ANY THIRD PARTY LICENSEE OF UNIVERSITY UNDER ANY AND ALL LICENSES GRANTED BY UNIVERSITY TO SUCH THIRD PARTY UNDER THE LICENSED PATENTS TO MAKE, HAVE MADE ON SUCH THIRD PARTY'S BEHALF, USE, OFFER TO SELL, SELL, OFFER TO LEASE OR LEASE, IMPORT, OR OTHERWISE OFFER TO DISPOSE OF LICENSED PRODUCTS IN THE TERRITORY IN THE CV FIELD OF USE. 12.2 Damage Cap. IN NO EVENT WILL UNIVERSITY'S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED [***] OF PAYMENTS PAID TO UNIVERSITY UNDER ARTICLE 6 "PAYMENTS, REIMBURSEMENTS, REPORTS, AND RECORDS". THIS LIMITATION WILL APPLY TO CONTRACT, TORT, AND ANY OTHER CLAIM OF WHATEVER NATURE. View More

Warranties. Each Party represents and warrants to the other Party that it has full power and authority to execute, deliver, and perform this Agreement, and that no other proceedings by such Party are necessary to authorize the Party's execution or delivery of this Agreement. 11.2 Documents. University represents and warrants that: all University personnel, including employees, students, consultants and contractors, who University is aware as of Effective Date have contributed to the Licensed Patents as of... Effective Date have either (a) been party to a for-hire relationship with University that affords University sufficient ownership of all Licensed Patents to provide this license of University's rights to Company, or (b) executed assignment documents in favor of University as prescribed either by University policies or by agreement with HHMI to provide University sufficient ownership of the Licensed Patents to provide this license of University's rights to Company. Furthermore, in the interinstitutional agreement between University and IRB, IRB represents that its inventors are obligated to assign to IRB all of the inventors' rights in the Licensed Patents, and that IRB will use diligent efforts to cause its inventors to sign any additional papers as may be necessary to evidence such assignment. 11.3 No Known Infringement. As of the Effective Date, to the best of University's CoMotion office's knowledge, (a) no claim has been made or is threatened charging University or IRB with infringement of, or claiming that the Licensed Rights infringe any Third Party rights; and (b) no proceedings have been instituted, or are pending or threatened, which challenge the University's or IRB's rights in respect to the Licensed Patents or other Licensed Rights. 11.4 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 11.1 "AUTHORITY", Icosavax, Inc. / University of Washington Exclusive License Agreement UW CoMotion Ref. [***] 19 CONFIDENTIAL 11.2 "DOCUMENTS", AND 11.3 "NO KNOWN INFRINGEMENT" UNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND IMPLIED, CONCERNING EACH LICENSED RIGHT AND EACH LICENSED PRODUCT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. University innovation has been developed as part of research conducted at University. University innovation is experimental in nature and is made available "AS IS," without obligation by University to provide accompanying services or support except as specified in this Agreement. The entire risk as to the quality and performance of University innovation is with Company. 11.5 Intellectual Property Disclaimers. University expressly disclaims any warranties concerning and makes no representations: (a) that the Licensed Patent(s) will be approved or will issue; (b) concerning the validity or scope of any Licensed Right; or (c) that the practice of Licensed Rights, or the manufacture, use, sale, lease or other disposition of a Licensed Product will not infringe or violate a Third Party's patent, copyright, or other intellectual property right. Icosavax, Inc. / University of Washington License and Exclusive Option Agreement UW CoMotion Ref. [***] Page 19 CONFIDENTIAL 12. DAMAGES 12.1 Remedy Limitation. EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (A) IN NO EVENT WILL UNIVERSITY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED IN THIS AGREEMENT AND (B) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITY, INVENTORY LOSS, WORK STOPPAGE, LOST DATA OR ANY OTHER RELIANCE OR EXPECTANCY, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OF ANY KIND. FOR THE AVOIDANCE OF DOUBT, IN NO EVENT WILL COMPANY BE LIABLE FOR PERSONAL INJURY OR PROPERTY DAMAGES ARISING IN CONNECTION WITH THE ACTIVITIES OF ANY THIRD PARTY LICENSEE OF UNIVERSITY UNDER ANY AND ALL LICENSES GRANTED BY UNIVERSITY TO SUCH THIRD PARTY UNDER THE LICENSED PATENTS TO MAKE, HAVE MADE ON SUCH THIRD PARTY'S BEHALF, USE, OFFER TO SELL, SELL, OFFER TO LEASE OR LEASE, IMPORT, OR OTHERWISE OFFER TO DISPOSE OF LICENSED PRODUCTS IN THE TERRITORY IN THE CV FIELD OF USE. 12.2 Damage Cap. IN NO EVENT WILL UNIVERSITY'S TOTAL LIABILITY FOR THE BREACH OR NONPERFORMANCE OF THIS AGREEMENT EXCEED [***] OF PAYMENTS PAID TO UNIVERSITY UNDER ARTICLE 6 "PAYMENTS, REIMBURSEMENTS, REPORTS, AND RECORDS". THIS LIMITATION WILL APPLY TO CONTRACT, TORT, AND ANY OTHER CLAIM OF WHATEVER NATURE. View More

Warranties. User warrants that: (a) He It will use the Aircraft under this Agreement for and only for his its own account, including the carriage of his its guests, and will not use the Aircraft for the purpose of providing transportation of passengers or cargo for compensation or hire; (b) He It will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a result of his its action or inaction, and shall not convey, mortgage, assign, lease or in any way... alienate the Aircraft or Domino's rights hereunder; and (c) During the term of this Agreement, he it will abide by and conform to and will cause all passengers to abide by and conform to all such laws, governmental and airport orders, rules, and regulations as shall from time to time be in effect relating in any way to the operation or use of the Aircraft under Part 91 of the FARs. 3 12. Base of Operations. For purposes of this Agreement, the base of operation of the Aircraft is Willow Run, Ypsilanti, Michigan; provided, that such base may be changed upon notice from Domino's to User. View More

Warranties. User TIMESHAREE warrants that: (a) He he will use the Aircraft under this Agreement for and only for his own account, personal or business use, including the carriage of his guests, and will not use the Aircraft for the purpose purposes of providing transportation of passengers or cargo in air commerce for compensation or hire; hire as an air carrier or commercial operator; (b) He he will not permit any lien, security interest or other charge or encumbrance to attach against the Aircraft as a... result of his action actions or inaction, inactions and shall not convey, mortgage, assign, lease or in any way alienate the Aircraft or Domino's TIMESHAROR's rights hereunder; and (c) During during the term of this Agreement, he will abide by and conform to and will cause all passengers to abide by and conform to all such laws, governmental and airport orders, rules, rules and regulations as shall are, from time to time be time, in effect relating and which relate in any way to the operation or use of the Aircraft under Part 91 of the FARs. a time sharing arrangement. View More

Warranties. Seller warrants that the goods sold hereunder are new and free from substantive defects in workmanship and materials. defects. Seller's liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller's sole option. No Seller makes no other warranty, express or implied, is made by Seller, and none shall be imputed or presumed. implied.

Warranties. Seller warrants that the goods sold hereunder are new and free from substantive defects in workmanship and materials. defects. Seller's liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller's sole option. No other warranty, express or implied, is made by Seller, and none shall be imputed or presumed. Seller.

Warranties. Seller warrants that the goods sold hereunder are new and free from substantive defects in workmanship and materials. defects. Seller's liability under the foregoing warranty is limited to replacement of goods or repair of defects or refund of the purchase price at Seller's sole option. No Seller makes no other warranty, express or implied, is made by Seller, and none shall be imputed or presumed. implied.

Warranties. 15.1 8.1 Authority/No Conflict: UPMC represents and warrants that: (a) it has the power and authority to enter into and perform its obligations under this Agreement without conflict with, default under, or violation of any law, regulation, or agreement binding upon it, and (b) this Agreement has been duly authorized by all necessary organizational action, and duly and validly executed and delivered by it, and constitutes its legally valid and binding obligation, enforceable in accordance with... its terms. 15.2 Services: 8.2 Product Performance: UPMC represents, warrants warrants, and covenants that all of that: (a) the UPMC Services HealthPlaNet Technology will be performed in a professional and workmanlike manner perform without material defects and in accordance with applicable Service Levels. 15.3 Non-Infringement: the published specifications; and (b) the HealthPlaNet Technology does not contain any viruses, worms, bombs, Trojan horse, expiration, time-sensitive or other disabling devices or other harmful code that would inhibit Evolent's use of the HealthPlaNet Technology as contemplated hereunder. 8.3 Non-Infringement; No Third Party Software; No Encumbrances: UPMC represents, warrants warrants, and covenants that (a) the HealthPlaNet Technology, its Pre-Existing IP, and UPMC Services and any products Improvements provided or licensed by UPMC pursuant to this Agreement are original works and developed by UPMC employees or its contractors and do not and will not infringe or 19 constitute a misappropriation of any patent, copyright, trade secret or trademark of any third party. UPMC further represents, warrants and covenants that: (a) Evolent would not be required to license any third party software (other than commercially available off the shelf "shrink-wrapped" software) in order to use and operate the HealthPlaNet Software in the version provided as the Initial Delivery; and (b) UPMC has the HealthPlaNet Software is being licensed hereunder to Evolent free and will maintain at all times during the Term, such agreements clear of any other licenses, rights, claims, security interests, liens or rights as are necessary to ensure that UPMC will have access to and the right to use all third party technology that is necessary for UPMC to provide, and Evolent and Evolent Clients to receive and use, the UPMC Services. 15.4 encumbrances. 8.4 Compliance with Laws/Approvals: Each of UPMC and Evolent shall comply in all material respects with all laws and regulations applicable to UPMC or Evolent, as applicable, in performing their respective obligations under this Agreement. To the extent applicable, UPMC shall be responsible for obtaining all necessary permits, licenses licenses, and consents, including governmental approvals, required of UPMC and its contractors in connection with the performance of its obligations under the Agreement and Evolent shall be responsible for obtaining all necessary permits, licenses, and consents, including governmental approvals, required of Evolent and its contractors in connection with the performance of its obligations under the Agreement. 15.5 8.5 Limitations of Warranty: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, UPMC MAKES NO OTHER WARRANTY OR REPRESENTATION, REPRESENTA-TION, ORAL, WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, HEALTHPLANET TECHNOLOGY, AND MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS AND/OR DERIVATIVE WORKS, INCLUDING WITHOUT LIMITATION, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY OR 31 FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED UNINTER-RUPTED OR ERROR-FREE OPERATION OR OTHERWISE HEREUNDER. The disclaimer of warranties and limitations set forth in this Agreement constitute an essential part of this Agreement. View More

Warranties. ***Confidential Treatment Requested 10 10.1.1 SELLER warrants to PURCHASER that the Device (i) Device, at the time of delivery to PURCHASER as provided in Section 5.2, will conform in all respects to the Device Specifications and applicable cGMP, (ii) will be free from defects, latent or otherwise, in design materials and workmanship; (iii) to the best of SELLER's knowledge, Specifications. 10.1.2 SELLER does not infringe upon, violate or misappropriate warrant that the intellectual property Device may be suitable for the manufacture of any other party, person intermediate or entity, (iv) will comply with applicable laws with respect to SELLER's manufacture of such Device, (v) will be new and, provided proper payment by PURCHASER, will be conveyed by SELLER to PURCHASER with good title, free and clear of all encumbrances or liens. If finished product (including the SELLER fails to comply with the Device Specifications requirement and anything else in this warranty then the SELLER will fix the deficiencies or non-conformance at its cost. Unless otherwise agreed upon by the Parties in writing, PURCHASER's rights under this warranty are extended for a period of [13] from and after the date of delivery of the Device to PURCHASER. For the avoidance of doubt, SELLER is not responsible for normal wear and tear of any Device. 9.1.1 Subject to the warranty provided by SELLER set forth in this Section 9, it Finished Product). 10.1.3 It is the exclusive responsibility of PURCHASER to ensure that (i) the Device shipped from SELLER according to the Device Specifications is adapted to the use which it is intended for, (ii) that the Device Specifications are adapted to the storage of the Device, (iii) that the Device is compatible with the Drug Product, and (iv) that the Drug Product and the Finished Product (other than the Device) comply with all applicable laws. 9.1.2 10.1.4 SELLER may, but is not required to, perform tests for compatibility between the Device and the Drug Product. SELLER MAKES NO REPRESENTATION OR WARRANTY THAT ANY TESTS PERFORMED BY OR ON BEHALF OF SELLER ARE ADEQUATE OR SUFFICIENT FOR PURCHASER'S PURPOSES. PURCHASER AGREES NOT TO HOLD SELLER RESPONSIBLE FOR THE ADEQUACY OR SUFFICIENCY OF SUCH TESTS, OR THE RESULTS DERIVED FROM SUCH TESTS. 9.2 10.2 Exclusions. The warranty provided under Section 9.1 10.1(a) shall not apply to any Device that (i) has been tampered with or otherwise altered by PURCHASER, its Affiliates or their customers, distributors, or distributors agents; (ii) has been subjected to misuse, negligence, malice or accident by PURCHASER, its Affiliates or their customers, distributors agents; or (iii) has been stored, handled or used by PURCHASER, its Affiliates or their customers, distributors agents in a manner contrary to the Device Specifications and the Device Specifications or SELLER's written instructions which can, among others, define maximum periods for the use of the Device. ***Confidential Treatment Requested 14 9.3 10.3 Limitations on Warranty. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND PERFORMANCE, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED BY SELLER. 9.4 10.4 LIMITATION OF LIABILITY 9.4.1 10.4.1 No Consequential Damages. IN NO EVENT SHALL EITHER PARTY SELLER BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, whether in warranty, contract, negligence, tort, strict liability, or otherwise including, but not limited to, loss of profits or revenue, delays, or 11 claims of the other party's customers of PURCHASER or its Affiliates or other third parties for such or other damages. This limitation of liability shall not apply to claims of liability for death or personal injury caused by either party's SELLER's gross negligence, willful act, or omission. 9.4.2 10.4.2 Limitation of Liability. Each Party's cumulative liability to the other Party for all claims relating to the Device and this Agreement, including any cause of action based on any theory of contract, tort, or strict liability, shall not exceed One Million US Dollars ($1,000,000). This limitation of liability shall not apply to claims of liability for death or personal injury caused by either Party's gross negligence, willful act, or omission. In this respect, PURCHASER expressly undertakes to inform all of its customers, Affiliates or other third parties of the conditions and maximum periods defined for the use of the Device, by any appropriate means making it possible to inform the said customers, Affiliates or other third parties, prior to use of the Device. View More