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7.5 Notwithstanding clause 7.1, C&W may suggest improvements and amendments to the Services by submitting a Change Submission in accordance with clause 7.2.
8 INDEMNITY
8.1 To the fullest extent permitted by Law, C&W indemnifies the Client (and its officers, agents and employees) from and against all costs (including on a solicitor and own client basis), losses, damages, claims and liabilities incurred by or awarded against the Client (or its officers, agents and employees), arising directly from any negligent act or omission by C&W or its employees, officers, agents or subcontractors in the performance of the Services.
8.2 C&W’s liability to indemnify the Client under this clause 8 will be reduced proportionately to the extent that any act, omission or default of the Client or its employees, officers, agents or subcontractors contributed to the relevant loss.
9 LIABILITY
9.1 Each party’s liability to the other for all costs, losses, damages, liabilities, fees and expenses in respect of or arising out of or in connection with the Agreement relating to:
(a) a fraudulent or criminal act or wilful misconduct;
(b) personal injury to or death of any person;
(c) damage to third party property;
(d) infringement of intellectual property obligations; and
(e) any other act or omission where liability cannot by law be excluded or limited,
is unlimited.
9.2 Notwithstanding any other provision in this Agreement to the contrary, and to the fullest extent permitted by law, in no circumstances whatsoever and howsoever arising will either party be liable to the other for any consequential, indirect or special loss or damage, or for any other financial or economic loss, including loss of revenue, loss of use, loss of business, loss of contract saving, loss of production and loss of profit.
9.3 Except to the extent that the liability of each party is unlimited under clause 9.1 and subject always to clause 9.2, the liability of C&W to the Client for all costs, losses, damages, liabilities, fees and expense whatsoever and howsoever arising in connection with this Agreement is limited to an amount equal to the annual Fees payable under this Agreement.
9.4 This clause survives termination or expiry of the Agreement.
10 CONFIDENTIALITY AND INTELLECTUAL PROPERTY
10.1 Neither party shall disclose or make public any information or materials acquired during or in connection with the performance of the Services.
10.2 Clause 10.1 does not apply where the information:
(a) is disclosed with the prior written consent of the other party;
(b) is disclosed as required by law or for the purposes of any stock exchange;
(c) is in the public domain other than by breach of this clause;
(d) is disclosed by C&W to its professional advisers, its related bodies corporate and any of their professional advisers as necessary to enable C&W and its related bodies corporate to make informed business decisions or for C&W’s reasonable business purposes.
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