Implied Covenant Clause Samples

Implied Covenant. There are no implied covenants contained in this Agreement other than those of good faith and fair dealing. No Party shall have any fiduciary or other duties to the Joint Venture except as specifically and expressly provided by this Agreement, and the Party’s duties and liabilities otherwise existing at law or in equity are restricted and limited by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement. Notwithstanding any contrary provision of this Agreement, in carrying out any duties hereunder, a Party shall not be liable to the Joint Venture, nor to any other Party, for any such Party’s good faith reliance on the provisions of this Agreement, the records of Joint Venture or such information, opinions, reports or statements presented by any other Party, officer or employee of Joint Venture, or the Board or other committee of the Board, or by any other Person as to matters such Party reasonably believes are within such other Person’s professional or expert competence.