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reasonable legal fees) that a court finally awards such party ("Claims") for bodily injury
<br />(including death) and damage to real or tangible property, to the extent proximately caused
<br />by the negligent acts or omissions, or willful misconduct of the indemnifying party (or its
<br />Affiliates) in connection with this Agreement.
<br />b. Xerox Indemnification. Xerox shall, if promptly notified by Customer (or its Affiliate(s))
<br />and given the right to control the defense, indemnify, defend and hold harmless Customer,
<br />its Affiliates and their respective officers, directors, employees, agents successors and
<br />assigns, for all Claims that Xerox Products or Customer's use of the Services provided by
<br />Xerox under this Agreement infringe a U.S. patent, copyright or other intellectual property
<br />right. Notwithstanding anything to the contrary herein, Xerox shall have no obligation under
<br />this subsection GEN 1.9(b) to the extent any Claim is based on or arises out of any (i)
<br />Services performed using Customer Assets, Customer Content or other materials
<br />provided to Xerox by Customer for which Customer failed to provide sufficient rights to
<br />Xerox; (ii) infringement by Services resulting from Customer's direction, specification or
<br />design, (iii) modification or alteration to such Xerox Products or Services not approved in
<br />writing by Xerox; (iv) any combination or use of the Xerox Products or Services not
<br />approved in writing by Xerox; (v) use of the Xerox Products or Services not in accordance
<br />with the applicable Documentation; or (vi) Customer's failure to use corrections or
<br />enhancements to the Xerox Products provided by Xerox. If a Claim is made, or appears
<br />likely to be made, pursuant to this subsection GEN 1.9(b), Customer agrees to permit
<br />Xerox, at Xerox's sole option and expense, to obtain the right to enable Customer to
<br />continue to use such Xerox Products, to make them non -infringing or to replace them with
<br />items that are at least functionally equivalent. If Xerox determines that none of these
<br />alternatives is reasonably available, Customer agrees to return such Xerox Products to
<br />Xerox upon Xerox's written request. Xerox will then give Customer a refund equal to the
<br />amount Customer paid Xerox for such Xerox Products less a reasonable usage fee.
<br />C. Customer Indemnification. To the extent allowed by applicable law, Customer shall, if
<br />promptly notified by Xerox (or its Affiliate(s)) and given the right to control the defense,
<br />indemnify, defend and hold harmless Xerox, its Affiliates, and their respective officers,
<br />directors, employees, agents, successors and assigns, for all Claims for intellectual
<br />property infringement to the extent such Claim is based on (i) Xerox's use of Customer
<br />Assets or customer's content or materials used in performing Services or providing
<br />Products under this Agreement or any Order entered into hereunder; (ii) Customer's use of
<br />the Products or Services not in accordance with this Agreement or the applicable
<br />Documentation; and (iii) Claims arising out of or related to Section GEN 1.9(b)(i)-(vi) or
<br />Customer's failure to perform its responsibilities under Section GEN 1.60)
<br />d. The indemnifying party is not responsible for any litigation expenses of the indemnified
<br />party or any settlements unless it pre -approves them in writing.
<br />GEN 1.10 — LIMITATION OF LIABILITY
<br />Except as prohibited by law, the following limitations apply
<br />a. NO CONSEQUENTIAL DAMAGES. SUBJECT TO SECTION GEN 1.10(c), IN NO
<br />EVENT WILL EITHER PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE
<br />OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER
<br />PARTY OR ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS,
<br />EMPLOYEES OR AGENTS FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY,
<br />PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
<br />LIMITATION, DAMAGES FOR LOST PROFITS, REGARDLESS OF THE FORM OF
<br />ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND
<br />INDEMNITY) OR OTHERWISE, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF
<br />THE POSSIBILITY OF SUCH DAMAGES.
<br />b. LIMITATION ON RECOVERY. SUBJECT TO SECTION GEN 1.10(c), THE TOTAL
<br />AGGREGATE LIABILITY OF EITHER PARTY (AND ITS AFFILIATES AND THEIR
<br />RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) FOR DIRECT
<br />DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT,
<br />H—University of So. Florida Master Agreement (Schedule A) lm 11/26/2017
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