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through no fault of that party, provided that in
doing so that party does not disclose any part of that
Confidential Information which is not public
knowledge.9.7 The
provisions of Clauses 9.5 and 9.6 shall continue in force in
accordance with their terms, notwithstanding the termination of
this Agreement for any
reason.10. Representations,
Warranties, and Limitations10.1 The
following representations and warranties are provided solely
for the benefit of the parties to this Agreement, and no other
person or entity. 10.1.1 The Contractor warrants that (i)
the Deliverables and software it creates or licenses to the
Company shall perform reasonably as stated in the
Specifications and (ii) it will perform all work called for in
the Work Statement in compliance with applicable
law.10.1.2 The Contractor warrants that any part of the
Company's Web site and Content developed solely by the
Contractor (i) will be original and will not infringe on any
patent, copyright, trade secret or other proprietary rights of
others, nor (ii) will not be defamatory to any third party or
violate any third parties rights of privacy or publicity.
10.1.3 The Company warrants that no part of the Web Site,
including all related materials and Content provided by the
Company in the production of the Deliverables, (i) infringes on
any Intellectual Property Rights of others, nor (ii) is
defamatory to any third party or violates any third parties
rights of privacy or publicity. 10.1.4 The Company
warrants that it is the owner of all rights in, or has obtained
any written permission necessary to authorise the Contractor's
use pursuant co this Agreement of, any part of the Web Site,
materials and content provided by the Company. 10.1.5 The
Company shall be solely responsible for the adequacy and
accuracy of all Content, information and data provided to the
Contractor. The Company shall review the accuracy of all
Content. information and data once the Contractor has included
the same in the Web Site. The Company shall be solely
responsible for the Content and information within the Web
Site, and shall be responsible for all changes to the content
of the Web Site. accordingly. The Contractor shall not be
responsible for screening, policing, editing, or monitoring any
content, or additional materials added by the Company or any
third party to any Deliverable or included services. If
notified of allegedly infringing, defamatory, damaging,
obscene, illegal or offensive material, the Contractor's sole
obligation will be to inform Company of such allegations. The
Company shall defend, indemnify and hold the Contractor
harmless from all liability and expenses (including, but not
limited to attorneys fees) arising from such claim unless said
liability is due gross negligence or a wilful default by the
Contractor in carrying out its obligations under this
Agreement.10.1.6 The Contractor will not create or change
any pages of the Web Site or the content therein without the
Company's verbal or written authorisation.10.1.7 Each
party has full power to enter into this Agreement. to carry out
its obligations under this Agreement and to grant the rights
described herein to the other party. 10.1.8 The
Contractor does not warrant any Deliverable or include services
against failure of performance due to failure of computer
hardware or communication system for whatever reason other than
the Contractor’s default. Except as specifically provided
in this section, the Contractor hereby disclaims and the
Company hereby waives all other warranties, express or implied,
with respect to the Deliverables and all services provided
hereunder, arising by law or otherwise, including without
limitation:10.1.8.1 any implied warranty of
merchantability, fitness for a particular purpose
non-infringement or arising from course of dealing, course of
performance or usage of trade; and10.1.8.2 any
obligation, liability, right, remedy, claim in tort,
notwithstanding any fault, negligence, strict liability or
product liability of the Contractor (whether active, passive or
imputed).11. Remedies and
IndemnificationThe parties acknowledge that the following
provisions have been negotiated by them and reflect a fair
allocation of risk. 11.1 RemediesIn
addition to its rights of termination, the Company’s exclusive
remedies for the Contractor’s default hereunder shall be to
obtain the repair, replacement or correction of the defective
services, software or equipment to the extent warranted under
this Agreement. If such remedy is not economically or
technically feasible or effective, then the Company may obtain
an equitable partial or full credit or refund of amounts paid
with respects to the defective services or Deliverable, subject
to the limitation set forth immediately
below.11.2 Limitation of
liabilityExcept as expressly provided in this Agreement
the Contractor shall not be liable to the Company or any third
party, whether in contract, tort (including negligence) or
otherwise for:-11.2.1 any amount in
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