Common use of Services Received Clause in Contracts

Services Received. The Service Recipient hereby acknowledges and agrees that: (a) the Service Provider’s liabilities with respect to the Services to be provided hereunder are subject to and limited by the provisions of Section 2.7, Article VII and the other provisions hereof, including the limitation of remedies available to the Service Recipient that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain circumstances, the right to terminate this Agreement; (b) the Services are being provided solely to facilitate the transition of each of ConocoPhillips and ▇▇▇▇▇▇▇▇ 66 as separate companies as a result of the Distribution; (c) the Service Recipient shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.7 and Article VII and this Article VIII; (d) with respect to any software or documentation within the Services, the Service Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to the Service Provider’s agreement to provide the Services is the limitation of liability and the release provided by the Service Recipient in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH IN SECTION 2.7, THE SERVICE RECIPIENT SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD THE SERVICE PROVIDER, THE OTHER MEMBERS OF THE SERVICE PROVIDER GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL CLAIMS OF THE SERVICE RECIPIENT AND THE OTHER MEMBERS OF THE SERVICE RECIPIENT GROUP AND OF THIRD PARTIES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES PROVIDED BY ANY MEMBER OF THE SERVICE PROVIDER GROUP TO ANY MEMBER OF THE SERVICE RECIPIENT GROUP, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE SERVICE PROVIDER, ANY MEMBER OF THE SERVICE PROVIDER GROUP OR ANY THIRD PARTY PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.

Services Received. The Each Service Recipient Receiver hereby acknowledges and agrees that: : (a) the Service Provider’s liabilities with respect to the Services to be provided hereunder are subject to and limited by the provisions of Section 2.7, Article VII and the other provisions hereof, including including, without limitation, the limitation of remedies available to the Service Recipient that Receiver which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate this Agreement; ; (b) the Services are being provided solely to facilitate the transition of each of ConocoPhillips and ▇▇▇▇▇▇▇▇ 66 as separate companies as a result of the Distribution; Public Offering and the Service Provider and its Affiliates do not provide any such Services to non-Affiliates in the normal course of business; and (c) the Service Recipient shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.7 and Article VII and this Article VIII; (d) with respect to any software or documentation within the Services, the Service Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and (e) a material inducement to the Service Provider’s agreement to provide the Services is the limitation of liability set forth herein and the release and indemnity provided by the Service Recipient in this AgreementReceiver. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES AND INDEMNITIES EXPRESSLY SET FORTH IN SECTION 2.7HEREIN, THE SERVICE RECIPIENT RECEIVER SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD THE SERVICE PROVIDERRECEIVER, THE OTHER MEMBERS OF THE SERVICE PROVIDER GROUP ITS AFFILIATES AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AGAINST AND HARMLESS FROM AND AGAINST ALL CLAIMS OF THE SERVICE RECIPIENT AND THE OTHER MEMBERS OF THE SERVICE RECIPIENT GROUP AND OF THIRD PARTIES RESULTING FROM, LOSSES ARISING OUT OF OR RELATED RELATING TO THE SERVICES PROVIDED BY ANY MEMBER OF THE SERVICE PROVIDER GROUP TO ANY MEMBER OF THE SERVICE RECIPIENT GROUPSERVICES, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE SERVICE PROVIDER, ANY MEMBER OF THE SERVICE PROVIDER GROUP ITS AFFILIATES OR ANY THIRD PARTY SERVICE PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.