Carve-outs Sample Clauses
A carve-outs clause defines specific exceptions to general rules or obligations set forth in a contract. In practice, this means that certain actions, liabilities, or scenarios are explicitly excluded from broader provisions, such as indemnification or non-compete clauses. For example, a carve-out might state that confidentiality obligations do not apply to information already in the public domain. The core function of this clause is to clarify the boundaries of contractual obligations, ensuring that parties are not unfairly restricted or held liable in situations that fall outside the intended scope of the agreement.
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Carve-outs. THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY IN THIS SECTION 10 DO NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7 (PROVIDED THAT THE SECURITY CAP SHALL APPLY IN THE EVENT OF BREACH OF SECTION 7 BY BLUECAT CAUSED BY BLUECAT’S BREACH OF SECTION 3.3); (B) A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTIONS 9.1 AND 9.5; OR (C) A BREACH BY CUSTOMER OF ITS PAYMENT OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THESE MAXIMUM LIABILITY AMOUNTS.
Carve-outs. The limitations set forth in this Clause 13 shall not apply to damages caused due to, or in connection with, either Party’s (i) gross negligence or willful misconduct; (ii) breach of the confidentiality obligations hereunder; (iii) intentional misappropriation of other Party’s Intellectual Property rights; and (iv) breach by CLIENT of its warranty under Section 12.1(ii) and by [*].
Carve-outs. The liability caps set forth in Sections 8(a) and 8(b) shall not apply to damages resulting from:
(i) personal injury or death;
(ii) fraud or willful misconduct;
(iii) indemnification obligations set forth in Section 9 (Indemnification); or
(iv) Customer’s breach of Section 4(c) (Restrictions on Use).
Carve-outs from the above liability exclusions and limitations
Carve-outs. Both parties acknowledge and agree that information shall not be considered "Confidential Information" only to the extent that such information is: (a) currently in the public domain and/or previously known to the receiving party, and in either case, free from any confidentiality obligation; (b) publicly disclosed by or on behalf of the disclosing party either prior to or subsequent to receipt by the receiving party of such information; (c) independently developed by the receiving party without access to or use of the Confidential Information of the disclosing party; or (d) rightfully obtained by the receiving party from a third party lawfully in possession of the Confidential Informationwho is not bound byconfidentiality obligations to thedisclosing party. Thereceiving party may disclose Confidential Information of the disclosing party if the receiving party is required to do so under applicable law, rule or order; provided that the receiving party, where reasonably practicable and to the extent legally permissible, provides the disclosing party with prior written notice of the required disclosure so that the disclosing party may seek a protective order or other appropriate remedy; and provided further that the receiving party discloses no more Confidential Information than is reasonably necessary in order to respond to the required disclosure.
Carve-outs. The limitations and exclusions in this clause 24 do not apply to limit or exclude any liability:
(a) for payments required to be made under this agreement, including in respect of Delivery Variance Quantities and Close Out Quantities;
(b) under any indemnity given under this agreement in favour of the Operator;
(c) under the National Gas Law or the National Gas Rules in respect of any breach of the Market Conduct Rules; or
(d) arising from any fraudulent act or omission.
Carve-outs. The undertakings and obligations under Sections 8.1 and 8.2 above shall not apply to any part of the Confidential Information which:
(i) the Recipient establishes by its written records to the Discloser’s satisfaction was Confidential Information known to the Recipient prior to disclosure by the Discloser;
(ii) was generally available to the public prior to disclosure by the Recipient;
(iii) is disclosed to Recipient by a third party who is not bound by any confidentiality obligation, having a legal right to make such disclosure;
(iv) has become through no act or failure to act on the part of the Recipient public information or generally available to the public;
(v) was independently developed by the Recipient, except in the event that such independently developed Confidential Information is considered to be Confidential Information of MediWound.
Carve-outs. Notwithstanding anything to the contrary in the foregoing, Manager shall not be entitled to its Commission in regard to any income paid to Artist as a free-▇▇▇▇▇ make-up artist.
Carve-outs. THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY IN THIS SECTION 10 DO NOT APPLY TO (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS IN SECTION 7 (PROVIDED THAT THE SECURITY CAP SHALL APPLY IN THE EVENT OF BREACH OF SECTION BY BLUECAT CAUSED BY BLUECAT’S BREACH OF SECTION 3.3 OR OTHERWISE OF ANY SECURITY, PRIVACY OR DATA PROTECTION OBLIGATIONS); (B) A PARTY’S INDEMNIFICATION OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTIONS 9.1 AND 9.5; OR (C) A BREACH BY CUSTOMER OF ITS PAYMENT OBLIGATIONS HEREIN OR BREACH OF BLUECAT’S INTELLECTUAL PROPERTY RIGHTS.
Carve-outs. THE LIMITATIONS ON AND EXCLUSIONS FROM LIABILITY IN THIS 6(&7,21 '2 127 $33/< 72 $ $ 3$57<¶6 %5($&+ 2) ,76 SECTION 7 (PROVIDED THAT THE SECURITY CAP SHALL APPLY IN THE EVENT OF BREACH OF SECTION 7 %< %/8(&$7 &$86(' %< %/8(&$7¶6 3 % 5 ($ &%+ 2$) 36$(5&77<,¶261 , 1 '(01 OBLIGATIONS FOR THIRD PARTY CLAIMS UNDER SECTIONS 9.1 AND 9.5; OR (C) A BREACH BY CUSTOMER OF ITS PAYMENT OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THESE MAXIMUM LIABILITY AMOUNTS.