VENTURE. THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF BOEING AND OWNER,
AND THE REMEDIES OF BOEING AND OWNER, AND THE LIMITATIONS OF LIABILITY SET FORTH
IN THIS CONTRACT FULLY REFLECT THE PARTIES' NEGOTIATIONS, INTENTIONS, AND
BARGAINED-FOR ALLOCATION OF THE RISKS ASSOCIATED WITH THIS COMMERCIAL SPACE
VENTURE.
14.2 Exclusive Remedies. THE SOLE REMEDIES OF EACH PARTY (AND ITS AFFILIATES AND
AGENTS) FOR ANY CLAIMS AGAINST THE OTHER PARTY (AND ITS AFFILIATES AND AGENTS)
WITH RESPECT TO ALL CLAIMS OF ANY KIND, WHETHER IN CONTRACT, WARRANTY, STRICT
LIABILITY, TORT, OR OTHERWISE, AND WHETHER ARISING BEFORE OR AFTER DELIVERY OF
ANY DELIVERABLE ITEM, FOR ANY LOSSES ARISING OUT OF OR RELATED TO THIS CONTRACT
OR THE WORK ARE [***...***], WHICH ARE IN LIEU OF ANY OTHER REMEDIES AT LAW OR IN
EQUITY.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY
REQUEST. OMISSIONS ARE DESIGNATED [***. . .***]. A COMPLETE VERSION OF THIS
EXHIBIT
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
27
14.3 Limitation of Contractor's Liability. IN NO EVENT SHALL BOEING BE LIABLE TO
OWNER AND ITS AFFILIATES AND ASSOCIATES IN AN AGGREGATE AMOUNT THAT EXCEEDS
[***...***]. THE LIABILITY LIMITATION INCLUDES BUT IS NOT LIMITED TO LIQUIDATED
DAMAGES, BOEING'S INCURRED COSTS (WHETHER INCURRED IN REPAIR OR REPLACEMENT OF
DEFECTS IN DELIVERABLE ITEMS OR IN REPERFORMANCE OF SERVICES) OR ANY PRICE
REDUCTIONS OR REFUNDS GRANTED TO OWNER UNDER ANY PROVISION OF THIS CONTRACT.
THE LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORUM IN WHICH THE
CLAIM IS BROUGHT, WHETHER IN COURT OR IN ARBITRATION OR BY NOTICE TO BOEING TO
REMEDY A DEFECT, OR WHETHER IT IS PAID AS A RESULT OF A SETTLEMENT. THE AMOUNT
OF THE LIMITATION IS CUMULATIVE, AND IS EQUAL TO AN AMOUNT NOT TO EXCEED THE SUM
OF THE TOTAL CONSIDERATION PAID BY OWNER TO BOEING UNDER THE ORIGINAL CONTRACT
AND THIS CONTRACT. ONCE BOEING HAS PAID OWNER AN AMOUNT EQUAL TO THE LIMIT OF
BOEING'S LIABILITY, THEN OWNER WILL NOT HAVE ANY FURTHER RIGHT TO RECEIVE MONEY
FROM BOEING FOR ANY CLAIM.
14.4 No Consequential Damages, etc. NEITHER BOEING NOR OWNER SHALL HAVE ANY
OBLIGATION OR LIABILITY TO THE OTHER WITH RESPECT TO THE SUBJECT MATTER HEREOF,
WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE,
PASSIVE, OR IMPUTED NEGLIGENCE) OR OTHERWISE FOR ANY CLAIM FOR LOSS OF USE,
REVENUE OR PROFIT (OTHER THAN PROFIT FROM PAYMENTS UNDER THIS CONTRACT), OR FOR
ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE
OR NOT.
Article 15. Intellectual Property
15.1 Ownership/Confidentiality.
15.1.1 Any specifications, drawings, technical information or other data
furnished by Boeing to Owner shall remain Boeing's property, shall be kept
confidential by Owner, and shall be returned to Boeing at Boeing's request.
15.1.2 Any specifications, drawings, technical information or other data
furnished by Owner to Boeing (including, but not limited to, any Intellectual
Property, Patents or other technical information provided to Owner by Motorola
under an Intellectual Property Rights Agreement) shall