Galileo OS SIS ICD.indd - GSA - Europa
Galileo OS SIS ICD.indd - GSA - Europa
Galileo OS SIS ICD.indd - GSA - Europa
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information is communicated under strict confi dence. Neither the European<br />
Commission nor the Licensee shall disclose to any third parties any confi dential<br />
Information received by them.<br />
7.2 The European Commission and the Licensee may only pass on the Information<br />
to their employees if such Information is required for evaluation. The European<br />
Commission and the Licensee must ensure that such employees having access<br />
to the Information are committed to confi dentiality in the same way they have<br />
committed themselves and that they shall not divulge Information to third party<br />
even after completion of their assignment.<br />
Licensee warrants that its employees, consultants and contractors are bound by<br />
confi dentiality.<br />
7.3 Any loss or damage, caused to one of the Parties of the present Agreement<br />
and arising out of the breach of this Article shall be borne exclusively by the<br />
Party responsible for such breach; the breaching Party shall be responsible for<br />
making compensation thereof and shall indemnify and hold harmless the other<br />
Party in respect of any such loss, damage or injury, including but not limited to<br />
reasonable attorneys fees.<br />
ARTICLE 8 - Liability<br />
8.1 The European Commission makes no representation as to the patentability<br />
and/or breadth of the <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs licensed under the present Agreement.<br />
Furthermore, the European Commission makes no representation as to patents<br />
now held or which other parties in the Field of Use and the Licensed Product will<br />
hold for a particular purpose. The European Commission also makes no express<br />
or implied warranties of merchantability or fi tness for a particular purpose of<br />
the <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs. The European Commission declares that it has no<br />
knowledge of any defi ciencies impairing the validity of the <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs<br />
or of any technical defects in the inventions protected by <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs.<br />
The European Commission assumes no liability and the Licensee shall keep<br />
it harmless in respect to any infringement of any patent or other right of third<br />
parties due to the Licensee's activities under this Agreement.<br />
8.2 The European Commission disclaims all warranties, expressed or implied,<br />
relating to the <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs or the use thereof by the Licensee or by third<br />
parties. The European Commission shall not be liable to any party and the<br />
Licensee shall keep it harmless for any claim, including on product liability, loss<br />
of use, interruption of business or consequential damages of any kind, including<br />
but not limited to loss of profi ts, loss of contracts, goodwill or anticipated savings,<br />
even if the European Commission has been advised, knew or should have known<br />
of the possibility of such damages.<br />
8.3 The Licensee shall, at all times, hold harmless, indemnify and keep indemnifi ed<br />
the European Space Agency (ESA) against any and all costs, claims, damages<br />
or expenses incurred by the ESA or for which the ESA may become liable with<br />
respect to any infringement of any patent or other intellectual property right of<br />
third parties due to the Licensee's activities in breach of this Agreement and for<br />
product liability or other claim relating to the Results and all third party claims<br />
arising from the Licensee's exploitation of the <strong>OS</strong> <strong>SIS</strong> <strong>ICD</strong> IPRs and/or the use<br />
of Results.<br />
188 © European Union 2010<br />
Document subject to terms of use and disclaimers p. ii-iii<br />
OD <strong>SIS</strong> <strong>ICD</strong>, Issue 1, February 2010