Common use of CME Clause in Contracts

CME. In any action brought by CBOT against CME, whether in contract, tort or otherwise, alleging a Material Breach by CME of Section 10.9, and any continuing deficiency, CME’s liability to CBOT for consequential damages, excluding punitive damages, caused by CME’s failure to provide Clearing Services under this Agreement shall be limited to an amount not to exceed $30,000,000. In any other action brought by CBOT against CME, whether in contract, tort or otherwise, CME’s liability to CBOT under this Agreement shall be limited to an amount not to exceed $10,000,000, provided that in the event CBOT exercises its right to terminate this Agreement under Section 10.1 and receives $10,000,000 in liquidated damages, CBOT shall have no other claim for money damages against CME and CBOT shall retain its right to continued and transitional clearing services in accordance with Sections 11 and 12 of this Agreement. Notwithstanding the foregoing, but subject to the provisions of Section 16 below, CME shall indemnify, defend and hold harmless CBOT and its directors, officers, employees and agents, in accordance with the procedures described in Section 16.1 below, from and against any and all losses, liabilities, damages and claims, and all related costs and expenses (including without limitation reasonable attorneys’ fees), arising from the willful misconduct on the part of CME, its directors, officers, employees or agents.