FROM A THIRD PARTY WITHOUT ANY CONFIDENTIALITY COMMITMENT, IF, TO THE
BEST OF RECEIVING PARTY'S OR ITS EMPLOYEES' OR AGENT'S KNOWLEDGE, SUCH THIRD
PARTY DID NOT ACQUIRE IT, DIRECTLY OR INDIRECTLY, FROM THE DISCLOSING PARTY OR
ANY OF ITS EMPLOYEES OR AGENTS; (IV) INFORMATION INDEPENDENTLY DEVELOPED BY THE
RECEIVING PARTY WITHOUT BENEFIT OF THE CONFIDENTIAL INFORMATION; AND (V)
INFORMATION WHICH A PARTY BELIEVES IN GOOD FAITH IS REQUIRED TO BE DISCLOSED IN
CONNECTION WITH THE PROJECT BY APPLICABLE LAW, ANY GOVERNMENTAL INSTRUMENTALITY
(INCLUDING THE FERC), APPLICABLE SECURITIES LAWS OR THE RULES OF ANY STOCK
EXCHANGE; PROVIDED, HOWEVER, THAT PRIOR TO SUCH DISCLOSURE, THE RECEIVING PARTY
GIVES REASONABLE NOTICE TO THE DISCLOSING PARTY OF THE
87
INFORMATION REQUIRED TO BE DISCLOSED.
19.5
EQUITABLE RELIEF.
THE PARTIES ACKNOWLEDGE THAT
IN THE EVENT OF A BREACH OF ANY OF THE TERMS CONTAINED IN THIS ARTICLE 19, THE
DISCLOSING PARTY WOULD SUFFER IRREPARABLE HARM FOR WHICH REMEDIES AT LAW,
INCLUDING DAMAGES, WOULD BE INADEQUATE, AND THAT THE DISCLOSING PARTY SHALL BE
ENTITLED TO SEEK EQUITABLE RELIEF THEREFOR BY INJUNCTION, WITHOUT THE
REQUIREMENT OF POSTING A BOND.
19.6
TERM.
THE CONFIDENTIALITY OBLIGATIONS OF THIS
ARTICLE 19 SHALL EXPIRE UPON THE EARLIER OF A PERIOD OF TEN (10) YEARS FOLLOWING
(I) THE TERMINATION OF THIS AGREEMENT OR (II) FINAL COMPLETION.
Article 20
LIMITATION OF LIABILITY
20.1
CONTRACTOR AGGREGATE LIABILITY.
NOTWITHSTANDING
ANY OTHER PROVISIONS OF THIS AGREEMENT TO THE CONTRARY, CONTRACTOR GROUP SHALL
NOT BE LIABLE TO OWNER GROUP UNDER THIS AGREEMENT OR UNDER ANY CAUSE OF ACTION
RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER IN CONTRACT, WARRANTY,
TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCTS LIABILITY, PROFESSIONAL
LIABILITY, INDEMNITY, CONTRIBUTION OR ANY OTHER CAUSE OF ACTION, IN EXCESS OF A
CUMULATIVE AGGREGATE AMOUNT OF THIRTY PERCENT (30%) OF THE CONTRACT PRICE, AND
OWNER SHALL RELEASE CONTRACTOR GROUP FROM ANY LIABILITY IN EXCESS THEREOF;
PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE LIMITATION OF LIABILITY SET
FORTH IN THIS SECTION 20.1 SHALL NOT (I) APPLY TO (A) CONTRACTOR'S
INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 17.1B, 17.1E, 17.1F, 17.2 AND 17.5 OR
(B) CONTRACTOR'S OBLIGATIONS UNDER 8.1A.1; OR (II) INCLUDE THE PROCEEDS PAID
UNDER ANY INSURANCE POLICY THAT CONTRACTOR OR ITS SUBCONTRACTORS IS REQUIRED TO
OBTAIN PURSUANT TO THIS AGREEMENT OR SUBCONTRACT, AS THE CASE MAY BE.
IN NO
EVENT SHALL THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION 20.1 BE IN ANY
WAY DEEMED TO LIMIT CONTRACTOR'S OBLIGATION TO PERFORM ALL WORK REQUIRED TO
ACHIEVE READY FOR PERFORMANCE TESTING.
20.2
LIMITATION ON CONTRACTOR'S LIABILITY FOR
LIQUIDATED DAMAGES.
A.
DELAY LIQUIDATED DAMAGES.
SUBJECT TO
SECTION 20.2C, CONTRACTOR'S MAXIMUM LIABILITY TO OWNER FOR (I) RFCD DELAY
LIQUIDATED DAMAGES IS ONE PERCENT (1%) OF THE CONTRACT PRICE, AS MAY BE ADJUSTED
BY CHANGE ORDER PURSUANT TO ARTICLE 6 AND (II) DELAY LIQUIDATED DAMAGES
(INCLUDING RFCD DELAY LIQUIDATED DAMAGES AND SUBSTANTIAL COMPLETION DELAY
LIQUIDATED DAMAGES) IS TEN PERCENT (10%) OF THE CONTRACT PRICE IN THE AGGREGATE,
AS MAY BE ADJUSTED BY CHANGE ORDER PURSUANT TO ARTICLE 6.
B.
PERFORMANCE LIQUIDATED DAMAGES.
SUBJECT
TO