Common use of MS Liability Clause in Contracts

MS Liability. MS Parties’ liability is limited for each Product. Except for liabilities to and remedies of Company for MS or any MS Affiliate’s unauthorized use of Company’ intellectual property, total cumulative liability (if any) of MS and MS Affiliates to Company under this Agreement, and their exclusive remedy for any such liability, shall be limited to Company’ direct damages incurred in reasonable reliance upon MS up to an amount not to exceed 100% of the amount having actually been paid by Company to MS for that Product under this Agreement. This limit includes MS' duties arising under section 7. The liability limit in this section 5.a. does not apply to any attorneys’ fees and expenses incurred by MS under section 7 only.