Common use of Continuity Agreements Clause in Contracts

Continuity Agreements. Additionally, the Parties acknowledge that Evolent, at its own discretion, may elect from time to time to request that UPMC enter into performance guarantees or similar agreements with Evolent Clients pursuant to which UPMC would agree, in the event Evolent breaches its obligations to the Evolent Client or upon the occurrence of other mutually agreed upon circumstances, to perform certain agreed upon services for the Evolent Client that would otherwise be performed by, or through, Evolent (each a “Continuity Agreement”). Evolent, on behalf of itself and its officers, directors, employees, agents, successors and assigns (the “Evolent Parties”), hereby agrees that UPMC and its Affiliates shall not be liable or responsible to the Evolent Parties for any claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, in law, equity or otherwise (“Claims”), arising out of, or related to, claims or allegations that UPMC Improvements or other UPMC IP breach or infringe upon Evolent’s Intellectual Property Rights to the extent such claims or allegations arise out of, or are related to, UPMC’s access to Evolent Intellectual Property as a result of UPMC’s performance under a Continuity Agreement, including without limitation Claims arising out of, or related to, infringement, breach of license, contract, confidentiality, misappropriation or any other claim or theory, and hereby irrevocably and forever waives, release, acquit and discharge all such Claims against UPMC, its Affiliates, and their respective licensees, subscribers, other customers, contractors and consultants.