Extract to table

1 provides that neither party's aggregate liability under the agreement, whether arising in contract, tort, strict liability, or otherwise, shall exceed an amount equal to the annual fees paid or payable by OWS in the twelve (12) months immediately preceding the event giving rise to the claim (i

Meridian's obligation to defend, indemnify, and hold harmless OWS against third-party IP infringement claims under Section 9 of the Renewal ELA shall not be subject to the general aggregate liability cap and shall be fully uncapped

Either party's liability arising from a breach of data security and confidentiality obligations under the applicable sections of the Renewal ELA and the Data Security and Cloud Services Rider shall not be subject to the general aggregate liability cap and shall be fully uncapped

Either party's liability arising from willful misconduct, gross negligence, or fraud shall not be subject to the general aggregate liability cap and shall be fully uncapped

The revised language would also expressly state that combinations with third-party PDKs and IP libraries that are identified in Meridian's documentation as compatible shall not be excluded from indemnity coverage

In addition, a reasonable transition period of not less than ninety (90) days should be specified before OWS is required to cease use of the infringing module following Meridian's delivery of a non-infringing replacement under the continued-use-of-superseded-version exclusion