(k) Article XII and Article XIII: Indemnities and Liability Caps

Each Party will indemnify the other for third-party claims, damages, or losses arising from its own negligence, willful misconduct, or breach of this Agreement. Except for indemnities and intentional misconduct, neither Party is liable for indirect or consequential damages. Supplier's total liability is limited to the total contract value; Buyer's liability is limited to unpaid amounts due under this Agreement. The buyer indemnifies the supplier mainly for confidentiality breaches. Liability is capped, with exceptions for fraud and third-party indemnities.

Comments

Indemnities allocate responsibility where risks are controllable. Caps ensure that liability remains insurable and does not deter project development. Buyers can rely on indemnities to recover losses if CDR credits are later invalidated.