5.2 FT Longitude warrants that the Deliverables shall not infringe the IPRs of any third party, and are in accordance with laws applicable to FT Longitude, except to the extent that any breach is as a result of any Client Materials.
5.3 Client warrants that the Client Materials shall not infringe the rights of any third party.
5.4 FT Longitude agrees to indemnify Client against any damages (including reasonable legal costs) which indian mobile number list may be awarded by a court of competent jurisdiction against Client or may be agreed to be paid to any third party, in each case in respect of any claim that Client’s use of the Deliverables (excluding any Client Materials) in accordance with the terms of this Agreement infringes the IPRs of such third party (such claim, a “TPC”), provided that: (a) the Client gives written notice to FT Longitude of such TPC immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPC without FT Longitude’s prior written consent; (b) FT Longitude shall have sole conduct of the defence or compromise of any TPC and as between FT Longitude and Client, FT Longitude shall have the sole right to any costs and damages awarded as a result; and (c) Client acts in accordance with the reasonable instructions of FT Longitude and provides FT Longitude with such assistance as it shall reasonably require, at FT Longitude’s reasonable cost, in respect of the conduct of such defence or compromise.
5.5 Except as expressly set out in this Agreement and to the extent permissible by law, all warranties, conditions, representations, terms or undertakings, express or implied, statutory or otherwise are hereby excluded.
6. Limitation of Liability
6.1 FT Longitude shall not have any liability to Client to the extent such liability arises from any Client Materials, a Client Default, or any breach of this Agreement by Client.
6.2 Neither party shall be liable to the other for any indirect, special, incidental or consequential loss or damage of any kind whatsoever.
6.3 The aggregate liability of either party under this Agreement shall in no event exceed 150% of the total amount of fees paid or payable under the Term Sheet.
6.4 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any claim under an indemnity contained in this Agreement; or (d) any liability which cannot be limited or excluded by law.
7. Confidentiality and Personal Data
7.1 Each party agrees to keep confidential (both before, during and after the Term) the terms of this Agreement and all information, whether written or oral, concerning the business or affairs of the other (including information relating to the other party’s customers or suppliers, financial information, projections, technology, product ideas, marketing plans or business plans) that it has received or obtained from the other or may receive or obtain from the other and shall not use the same without the prior written consent of the disclosing party for any purpose except to exercise its rights and perform its obligations under or in connection with this Agreement. Such obligation shall not apply in the case of any disclosure required by law, or to information which is in the public domain (other than as a result of a breach of any confidentiality obligation), or to information which is independently developed by a party without reference to the other party’s confidential information, or to information which is provided to a party by a third party entitled to so provide it.