Message-ID: <986374.1075845922839.JavaMail.evans@thyme>
Date: Mon, 10 Jul 2000 12:12:00 -0700 (PDT)
From: kay.mann@enron.com
To: scott.dieball@enron.com
Subject: Some sample clauses
Cc: sheila.tweed@enron.com
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Here's a couple of clauses from some other contracts:

From ABB contract:

Maximum Liability.  Seller=01,s maximum aggregate liability for claims by=
=20
Purchaser arising out of Seller=01,s performance of this Agreement whether=
=20
arising from tort (including negligence), breach of contract or any other=
=20
cause of action is limited to one hundred percent (100%) of the Purchase=20
Amount; provided, however, that the foregoing limitation of liability of=20
Seller shall not apply to the following:=20

(i) under Article XX (Indemnification);

(ii) under Article XXIV (Liens and Claims);

(iii) Section 3.8(a) and 3.8(b), (Compliance with Governmental Rules);

(iv) Section 5.2 (Taxes);

(v) Article XIX obligation to maintain insurance;=20

(vi) arising from or related to environmental harm caused by an action or=
=20
inaction of Seller, its agents, employees or Vendors during the performance=
=20
of the Scope of Work;

(vii) resulting from the gross negligence or willful misconduct of Seller,=
=20
their agents, employees or Vendors;

(viii) patent or copyright infringement in accordance with Section 15.2, or
(ix) Article XXI (Non-Disclosure of Information).
     =20
which liabilities shall not be limited.  Additionally, any liability of=20
Seller provided for by the proceeds of the insurance maintained pursuant to=
=20
Article XIX shall not be counted toward any of the foregoing limitations of=
=20
liability.=20

The indemnity language in the ABB contract probably wouldn't work.  I'll lo=
ok=20
around.