Each party shall keep confidential the other party’s trade secrets, technical information, and other materials identified as confidential that it learns in connection with performance of this Agreement. Without the other party’s prior written consent, neither party may disclose such information to any third party or use it for any purpose other than this Agreement. This provision shall remain effective for two years after termination of this Agreement.
This Agreement, together with all schedules, appendices, and documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written proposals, discussions, understandings, commitments, or agreements relating to the same subject matter. This Agreement may not be amended, supplemented, or modified except by a written instrument signed by authorized representatives of both parties.
1. This Agreement, including its recitals and all schedules, appendices, exhibits, and any other documents expressly incorporated herein by reference (collectively, the "Agreement Documents"), constitutes the entire, final, and exclusive agreement between the parties with respect to the subject matter set forth herein, and supersedes all prior or contemporaneous oral or written offers, proposals, discussions, negotiations, understandings, commitments, representations, or agreements between the parties relating to the same or related subject matter, whether made in writing, orally, by email, or in any other form.2. Each party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, or promise not expressly set forth in the Agreement Documents, and shall have no claim or remedy in respect of any such representation not so set forth, except in the case of fraud.3. In the event of any conflict among the Agreement Documents, unless otherwise expressly provided, the main body of this Agreement shall prevail over the schedules, which shall in turn prevail over the exhibits.4. This Agreement may not be amended, supplemented, modified, or terminated except by a written instrument signed by the duly authorized representatives of both parties.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, and arrangements relating to the same subject matter; provided, however, that the provisions relating to [confidentiality / intellectual property / other matters] under the [Non-Disclosure Agreement / name of other document] entered into between the parties on [date] shall remain in full force and effect for the duration specified therein and shall not be affected by the execution of this Agreement.
This Agreement constitutes the entire agreement between the parties with respect to [the specific Agreement/Transaction] and supersedes all prior or contemporaneous agreements, understandings, negotiations, representations and communications, whether written or oral, relating thereto. For the avoidance of doubt, this Agreement shall not supersede, amend or otherwise affect any agreement between the parties relating to any other transaction, project or business arrangement.
1. “Confidential Information” means any non-public business, technical, financial, customer, or other information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) orally, in writing, electronically, or in any other form, whether or not marked as “confidential”.2. The Receiving Party may use Confidential Information only to the extent necessary to perform this Agreement and shall protect it with reasonable care. Except as required by law or a competent authority, the Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent.3. Confidential Information does not include information that is or becomes public other than through a breach by the Receiving Party; information lawfully possessed by the Receiving Party before disclosure; or information lawfully obtained by the Receiving Party from a third party with no duty of confidentiality.4. This provision shall remain effective for two years after termination or expiration of this Agreement.
The contents of this Agreement and any information, including but not limited to non-public business information, trade secrets, and proprietary technology, obtained by any party in connection with the negotiation or performance of this Agreement shall be kept confidential. No party shall disclose such information to any third party in any form without the prior written consent of the other party. A party that breaches this confidentiality obligation shall be liable for damages suffered by the other party as a result of such breach.
I. Both parties agree that, in connection with the performance of their obligations under this Agreement, any tangible or intangible data, information, documents, drawings, processes, samples of finished or semi-finished products, computer files, professional know-how, trade secrets, or other similar confidential matters relating to the other party’s business operations, production, sales, research and development, management, or other activities that either party accesses, learns, or obtains (collectively, the “Confidential Information”), regardless of whether such information is marked “Confidential,” “Restricted,” or with any other similar designation, shall be subject to the following obligations:1. maintain and preserve the Confidential Information of the parties in accordance with professional standards of care and in a manner sufficient to prevent its disclosure, publication, or dissemination;2. The Confidential Information shall only be used to the extent reasonably necessary for the performance of this Agreement. Without the prior written consent of the other party, neither party shall publish, disclose, divulge, or deliver the Confidential Information to any third party. Nothing herein shall be construed as granting any license or authorization with respect to the other party’s trademarks, patents, copyrights, or other intellectual property rights;3. Without the prior written consent of the other party, neither party shall copy, reproduce, lend, transfer, or otherwise use the Confidential Information for any purpose unrelated to this Agreement. Upon completion of the performance of this Agreement or upon the request of the other party, each party shall promptly return all Confidential Information obtained or held by it to the other party;4. If either party is required by law to disclose any Confidential Information of the other party, such party shall promptly notify the other party thereof so that the other party may take appropriate protective measures;5. If a breach of the confidentiality obligations under this Agreement causes any loss or damage to the other party, the breaching party shall be liable for such loss or damage.II. If either party, or any of its employees or contractors, breaches the confidentiality obligations under this Article as a result of a failure to exercise the duty of care expected of a prudent person, such party shall be liable for any resulting damages.
I. Exclusions from Confidential Information: Information that the Receiving Party can demonstrate by written documents or records was already known to the Receiving Party or had already become publicly available before the parties began discussions; information that becomes generally known to the public through no fault or breach attributable to the Receiving Party; Confidential Information disclosed with the prior written consent of the Disclosing Party; information that the Receiving Party can demonstrate was independently developed or obtained by the Receiving Party; or information that must be disclosed pursuant to applicable law or court orders, provided that the Receiving Party shall, to the extent permitted by applicable law, notify the Disclosing Party in advance and take necessary protective measures.II. Confidentiality Obligations: The Receiving Party agrees that all Confidential Information disclosed by the Disclosing Party, or otherwise learned or obtained by the Receiving Party in connection with the cooperation project, shall be used solely for the purpose of evaluating or subsequently performing the cooperation project. Except for such purpose, the Receiving Party shall not use the Confidential Information for its own benefit or for the benefit of any third party, nor disclose or provide such information to any third party in any manner, including through press releases.1. Notwithstanding the foregoing, the Receiving Party may disclose or provide Confidential Information to its employees, representatives, agents, personnel, or necessary persons participating in the cooperation project, provided that such persons have previously entered into confidentiality arrangements sufficient to protect the confidentiality of such information, with confidentiality obligations and responsibilities no less stringent than those provided under this Agreement, and have a legitimate need to know such information for their duties or business.2. When the Receiving Party provides or discloses Confidential Information to its employees, representatives, agents, personnel, or necessary persons participating in the cooperation project pursuant to the preceding paragraph, the Receiving Party shall ensure that such persons comply with the obligations imposed on the Receiving Party under this Agreement. Any violation of this Agreement by such persons shall be deemed an act of the Receiving Party, for which the Receiving Party shall be responsible.3. The Receiving Party agrees to keep Confidential Information disclosed by the Disclosing Party, or otherwise learned or obtained by the Receiving Party in connection with the cooperation project, segregated from other materials to avoid confusion. Without the prior written consent of the Disclosing Party, the Receiving Party shall not reverse engineer, reverse assemble, or decompile the Confidential Information.4. The Receiving Party shall adopt necessary and appropriate measures to maintain the confidentiality of the Confidential Information and shall apply the higher of the following standards of care: (1) the standard of care used by the Receiving Party to protect its valuable information or property; or (2) the reasonable standard of care generally adopted by local businesses or companies engaged in similar industries to protect their confidential information.5. If the Receiving Party becomes aware of any unauthorized or improper use of the Confidential Information by any person, the Receiving Party shall promptly notify the Disclosing Party and fully cooperate with the Disclosing Party in taking appropriate measures to recover the Confidential Information or prevent any further unauthorized or improper use thereof.
1. The parties to this Agreement and their respective representatives, including but not limited to their responsible persons, representatives, employees, or intermediary representatives acting on their behalf in negotiations, shall mutually maintain the confidentiality of (i) the contents of this Agreement and the related transaction documents; (ii) any information of the other party obtained in connection with this Agreement and the related transaction documents; and (iii) all matters discussed in connection with this Agreement and the related transaction documents, and may reasonably use such information and matters only to the extent necessary for the performance of this Agreement and the related transaction documents.2. From the date of execution of this Agreement, except to the extent that (i) the relevant information or materials were publicly available at the time of execution; (ii) disclosure is required by applicable law or by an order of an administrative or judicial authority after execution of this Agreement; (iii) disclosure is authorized by the other party’s prior written consent; or (iv) disclosure is reasonably necessary for the performance of this Agreement and the related transaction documents or for the preservation of the relevant rights and interests, neither party shall, directly or indirectly, in any form, disclose or provide to any third party (a) this Agreement or the related transaction documents; (b) any information of the other party obtained in connection with this Agreement and the related transaction documents; or (c) any matters discussed in connection with this Agreement and the related transaction documents.3. Even if this Agreement or the related transaction documents are rescinded or terminated, the foregoing persons shall continue to be bound by the confidentiality obligations set forth herein.
I. Use and Protection of the Confidential Information: All Confidential Information provided by the Disclosing Party and/or any of its shareholders, directors, supervisors, employees, agents, representatives, financial personnel, consultants, or other persons designated by the Disclosing Party (collectively, the “Disclosing Party Representatives”) to the Receiving Party shall be used solely for the purposes of the matter contemplated herein and shall not be used for any other purpose in any form or manner.1. The Receiving Party shall keep the Confidential Information strictly confidential and shall protect such Confidential Information with the same degree of care as it uses to protect its own confidential information, provided that such degree of care shall in no event be less than a reasonable degree of care, in order to prevent any unauthorized use or disclosure of the Confidential Information.2. Without the Disclosing Party’s prior written consent, the Receiving Party shall not disassemble, analyze, or reverse engineer the Confidential Information.II. Receiving Party Representatives: If any representative of the Receiving Party has a need to know the Confidential Information for purposes of participating in or evaluating the matter contemplated herein, the Receiving Party may disclose such Confidential Information to such representative, provided that the Receiving Party has informed such representative of the confidentiality obligations applicable to the Confidential Information and such representative has executed a written confidentiality agreement containing obligations no less stringent than those set forth in this Agreement.1. The Receiving Party shall instruct such representative to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by such representative.III. Disclosure Required by Law: If the Receiving Party is required by any governmental or judicial authority to disclose any Confidential Information, including, without limitation, in response to oral inquiries, investigations, requests for information or documents, subpoenas, civil investigative demands, or other similar proceedings, the Receiving Party shall, to the extent permitted by applicable law, promptly notify the Disclosing Party prior to such disclosure so that the Disclosing Party may seek appropriate protective measures.1. The Receiving Party shall also provide full cooperation to the Disclosing Party, to the extent reasonably practicable, in seeking such protective measures.IV. Exclusions from the Confidential Information: “Confidential Information” shall not include any information that the Receiving Party can demonstrate by written evidence falls within any of the following categories.1. Information that becomes publicly known through no disclosure, breach, or other act or omission attributable to the Receiving Party or its representatives.2. Information that was lawfully in the possession of the Receiving Party or its representatives prior to its disclosure by the Disclosing Party.3. Information that was not provided by the Disclosing Party or its representatives and that was obtained by the Receiving Party without being subject to any legal, contractual, or fiduciary duty owed to the Disclosing Party or its representatives that prohibits or restricts the disclosure of such information to the Receiving Party.4. Information independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information.V. If the Receiving Party claims that any information obtained or held by it falls within any of the foregoing exceptions pursuant to this Article, the Receiving Party shall bear the burden of proof to establish the existence of such exception.
If any natural disaster, war, government order, strike, or other circumstance not attributable to either party renders performance of all or part of this Agreement impossible, the affected party shall promptly notify the other party and may suspend performance of the affected obligations without liability for delay or breach.
1. “Force Majeure Event” means any event not attributable to the affected party that, despite reasonable care, cannot reasonably be foreseen, avoided, or overcome, including but not limited to natural disasters, epidemics, war, civil unrest, government requisition or prohibition, interruption of transportation, energy shortages, strikes, or labor disputes.2. The party affected by a Force Majeure Event shall notify the other party as soon as practicable after becoming aware of the event and shall take necessary measures within a reasonable scope to mitigate its effects.3. During the continuation of a Force Majeure Event, affected obligations may be suspended to the extent affected, and such suspension shall not constitute a breach.4. If a Force Majeure Event continues for more than ninety days, either party may terminate all or part of the affected portion of this Agreement by written notice.
This Agreement and its attachments constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior oral or written understandings, representations, or agreements concerning the same subject matter.
Any dispute arising out of or in connection with this Agreement, including any dispute concerning its interpretation, validity, performance or enforcement, shall first be resolved through good-faith consultation between the parties. If no resolution can be reached through such consultation and legal proceedings are commenced, this Agreement shall be governed by the laws of [Taiwan], and the parties agree that the [Taiwan Taipei District Court] shall have jurisdiction as the court of first instance.
GL-02準據法與管轄法院Governing Law and Jurisdiction非專屬管轄型短版⌃
This Contract shall be governed by and construed in accordance with the laws of [Taiwan]. Each Party hereby submits to the non-exclusive jurisdiction of [the Taiwan Taipei District Court] in connection with any dispute arising out of or relating to this Contract. Nothing in this provision shall limit the right of either Party to bring proceedings in any other court of competent jurisdiction.
GL-03準據法與管轄法院Governing Law and Jurisdiction無協商程序型短版⌃
This Agreement shall be governed by and construed in accordance with the laws of [Taiwan]. The parties agree that [the Taiwan Taipei District Court] shall have jurisdiction as the court of first instance over any dispute arising out of or in connection with this Agreement.
GL-04準據法與管轄法院長版Governing Law and Jurisdiction限期協商型⌄
Any dispute arising out of or in connection with this Agreement shall first be referred to good-faith consultation between the parties. Either party may give written notice to the other party specifying the nature of the dispute, and the parties shall use reasonable efforts to resolve such dispute within [thirty (30) days] after receipt of such notice. If the dispute remains unresolved upon expiration of such period, either party may commence legal proceedings. This Agreement shall be governed by the laws of [Taiwan], and the parties irrevocably submit to the exclusive jurisdiction of [the Taiwan Taipei District Court] as the court of first instance.
Any dispute arising out of or in connection with this Agreement, including any dispute concerning its formation, validity, interpretation, performance, breach, or termination, shall be finally resolved by arbitration administered by [the Chinese Arbitration Association, Taipei (CAA)], in accordance with its arbitration rules and the Arbitration Act of [Taiwan]. The seat of arbitration shall be [Taipei, Taiwan]. The arbitral tribunal shall consist of [1 / 3] arbitrator(s) appointed in accordance with the applicable arbitration rules. The language of the arbitration shall be [Chinese / English]. This Agreement and any dispute arising out of or in connection herewith shall be governed by the laws of [the Republic of China (Taiwan)]. The arbitral award shall be final and binding upon the parties.
New York, United StatesGoverning Law: Laws of the State of New York, United StatesArbitral Institution: International Centre for Dispute Resolution (ICDR)Seat of Arbitration: New York, New York, United StatesArbitration Rules: ICDR International Arbitration RulesCommercial disputes within the United States are also commonly submitted to the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
Hong KongGoverning Law: Laws of the Hong Kong Special Administrative RegionArbitral Institution: Hong Kong International Arbitration Centre (HKIAC)Seat of Arbitration: Hong KongArbitration Rules: HKIAC Administered Arbitration Rules
SingaporeGoverning Law: Laws of SingaporeArbitral Institution: Singapore International Arbitration Centre (SIAC)Seat of Arbitration: SingaporeArbitration Rules: SIAC Rules
VietnamGoverning Law: Laws of VietnamArbitral Institution: Vietnam International Arbitration Centre (VIAC)Seat of Arbitration: [Hanoi / Ho Chi Minh City, Vietnam]Arbitration Rules: VIAC Rules of Arbitration
AB-02調解與仲裁長版Mediation Followed by Arbitration公部門契約／先調後仲⌄
Any dispute arising out of or in connection with this Agreement, including any dispute concerning its existence, validity, performance, or termination, shall first be addressed through good-faith consultation between the parties in accordance with applicable law and this Agreement, taking into account the public interest and principles of fairness and reasonableness.If the parties are unable to resolve the dispute through consultation, the dispute shall be submitted to the Dispute Mediation Center of the Chinese Arbitration Association, Taipei (CAA), for mediation in Taipei in accordance with its applicable mediation rules.If the dispute remains unresolved following such mediation, it shall be submitted to the Chinese Arbitration Association, Taipei (CAA), for final resolution by arbitration in Taipei in accordance with the Arbitration Act of the Republic of China (Taiwan) and the applicable arbitration rules of the CAA. The arbitral tribunal shall consist of three arbitrators appointed in accordance with such rules. The arbitration shall be conducted in Chinese, and the arbitral award shall be rendered in Chinese. The arbitral award shall be final and binding upon the parties.
If either party breaches any provision of this Contact and fails to cure such breach within [X days] after receipt of written notice from the other party, the breaching party shall be liable for the losses and damages resulting from such breach, including but not limited to reasonable attorneys’ fees, litigation costs, and other necessary expenses incurred by the non-breaching party in enforcing or protecting its rights.
A material breach shall include any breach of a material obligation under this Agreement, or any breach which, by its nature, severity, or effect, substantially frustrates the purpose of this Agreement or materially and adversely affects the parties’ business relationship, the transaction contemplated herein, or the rights and interests of the other party.Upon the occurrence of a material breach, the non-breaching party may terminate this Agreement immediately by written notice, without prior demand or any opportunity to cure, and may recover from the breaching party any losses or damages resulting from such breach, together with reasonable and necessary costs incurred in enforcing or protecting its rights, including, without limitation, attorneys’ fees, litigation costs, investigation costs, and expert fees.The foregoing rights of termination and recovery shall be without prejudice to any other rights or remedies available to the non-breaching party hereunder or applicable law.
Where a party is in continuing breach of this Contract, the non-breaching party may require such breach to be cured within [X days] by written notice and, pending cure, may suspend performance of its obligations relating to the breach to the extent reasonably necessary. If the breach remains uncured upon expiration of the cure period, the non-breaching party may terminate this Contract and recover any damages resulting therefrom.
BR-04違約責任長版Default and Remedies工程承攬、設備安裝等履約內容複雜之契約⌄
I. If Party B fails to comply with any deadline under this Agreement relating to the construction schedule, work progress, inspection and acceptance, or warranty obligations, Party B shall pay liquidated damages at the rate of [0.1]% of the total contract price for each day of delay and shall compensate Party A for any resulting losses. Party A may deduct such liquidated damages from any contract payments, performance bond, or warranty bond payable or refundable to Party B. Party B shall remain liable for any deficiency. The aggregate amount of liquidated damages shall not exceed [ten percent (10%)] of the total contract price.II. Except as otherwise provided in this Agreement, if Party B breaches this Agreement, fails to perform the work in accordance herewith, delivers work that does not conform to the agreed quality, utility, or functionality, or otherwise performs incompletely, delays completion, or fails to perform any obligation hereunder, Party A may, by written notice, require Party B to remedy the defects, reduce the contract price, or rescind or terminate this Agreement, as applicable.III. If any equipment, materials, or other property of Party A is damaged or lost during dismantling, transportation, or installation due to Party B, Party B shall compensate Party A based on the replacement cost of new property of the same kind.IV. If Party B delays or fails to perform any obligation under this Agreement, thereby requiring Party A to enforce or protect its rights through litigation, arbitration, or other proceedings, Party B shall, in addition to any liquidated damages payable under this Agreement, reimburse Party A for all reasonable and necessary costs incurred in connection therewith, including, without limitation, attorneys’ fees, litigation costs, arbitration costs, appraisal fees, and investigation expenses.
If Party A breaches any representation, warranty, or obligation under this Agreement and such breach materially affects Party B’s investment decision, substantially frustrates the purpose of its investment, or causes loss or prejudice to Party B’s interests, Party B may, depending on the nature and severity of the breach, exercise any one or more of the following rights and remedies, separately or concurrently:1. suspend or cancel payment of any portion of the investment amount that has not yet been paid;2. require Party A to cure the breach or take appropriate remedial action within a reasonable period specified by Party B;3. require Party A to return all or any portion of the investment amount already paid by Party B;4. require [the Target Company / the Designated Obligor] to repurchase all or any portion of the shares held by Party B at a price no less than the amount actually invested by Party B; if such repurchase is not completed within [thirty (30) days] after Party B’s request, [Party A / the Designated Obligor] shall be jointly and severally liable for the repurchase obligation;5. recover from Party A any losses or damages suffered as a result of the breach, together with reasonable and necessary expenses incurred in investigating the breach, preventing or mitigating loss, or enforcing or protecting its rights, including, without limitation, attorneys’ fees, litigation costs, arbitration costs, expert fees, and other related expenses; and6. exercise any other rights or remedies available under this Agreement or applicable law.The foregoing rights and remedies are cumulative and not exclusive. The exercise of any one or more of them shall not prejudice or limit any other right or remedy available to Party B under this Agreement or applicable law.
DM-01損害賠償短版Damages雙向拘束／可歸責之一方⌄
任一方因可歸責於己之事由違反本契約之約定，致他方受有損害者，應就他方因此所受之損害負賠償責任。
Each party shall be liable for any loss or damage suffered by the other party arising from a breach of this Agreement attributable to such party.
If Party B breaches this Agreement for reasons attributable to Party B and Party A suffers any loss or damage as a result, Party B shall be liable for such loss or damage, including any actual loss suffered by Party A, reasonable costs and expenses incurred as a result thereof, and reasonable and necessary expenses incurred in investigating the breach, preventing or mitigating loss, or enforcing or protecting Party A’s rights, including, without limitation, attorneys’ fees, litigation costs, arbitration costs, expert fees, and other related expenses.The foregoing liability shall be without prejudice to any other rights or remedies available to Party A under this Agreement or applicable law.
If either party breaches Article [Ｘ] of this Agreement, the breaching party shall pay the other party liquidated damages in the amount of [NT$ XXX] / pay the other party liquidated damages equal to [○]% of [the total contract price / the portion of the contract price attributable to the breach].
To the extent the non-breaching party’s actual damages exceed such amount, it may recover the excess from the breaching party.
1. If Party A fails to complete [the required delivery / performance] by the deadline specified in this Agreement, Party A shall pay a contractual penalty of [NT$ＸＸＸ per day / Ｘ% of the contract price per day] for each day of delay, commencing on the day following the applicable deadline and continuing through the date on which performance is completed. The aggregate contractual penalty payable under this Section shall not exceed [Ｘ% of the total contract price / NT$ＸＸＸ].2. If Party A fails to pay any amount due under this Agreement when due, default interest shall accrue on the outstanding amount at the rate of one percent (1%) per annum from the day following the applicable due date until payment in full. The accrual or payment of such default interest shall not affect the other party’s right to claim the contractual penalty under this Section or exercise any other rights or remedies available under this Agreement or applicable law.
If Party B fails to repay the indebtedness when due, Party B shall pay Party A liquidated damages in an amount equal to three percent (3%) of the loan amount. The parties agree that such liquidated damages constitute their agreed estimate of the damages arising from Party B’s delay in repayment and are intended as liquidated damages rather than a penalty.
I. If Party B is delayed in completing the performance schedule due to force majeure or any other cause not attributable to Party B, Party B may apply to Party A for an extension of time.II. Such causes shall include the following circumstances, subject to Party B providing relevant supporting evidence and Party A’s approval:1. landslides, earthquakes, tsunamis, volcanic eruptions, typhoons, or other natural disasters that prevent performance;2. material changes in international circumstances, war, or armed conflict;3. material changes in domestic economic conditions, rebellion, civil unrest, or strikes;4. the enactment of or changes to applicable laws or regulations;5. any suspension of work, requisition, confiscation, demolition, transportation restriction, or similar measure imposed by a governmental authority pursuant to applicable law or administrative order; or6. any other cause determined by Party A to be not attributable to Party B.III. Party B shall, within seven (7) days after the occurrence of the event causing the delay, give Party A written notice thereof and submit relevant supporting evidence and written particulars specifying the circumstances and cause of the delay, the anticipated period affected, and the measures taken or proposed to prevent or mitigate the delay. If Party B fails to give notice and apply for an extension within the foregoing period, Party B shall not thereafter be entitled to seek an extension based on the same event.IV. Upon receipt of Party B’s application, Party A may review the actual impact of the relevant event on the performance schedule and the supporting evidence submitted by Party B and determine in writing the period of extension, if any. Any contractual deadline or applicable milestone shall be extended accordingly to the extent approved by Party A.V. Any extension of time granted under this Section shall operate solely to extend the applicable time for performance and shall not result in any increase in the Contract Price. Party B shall not be entitled to any additional payment or compensation by reason of such extension.
Except as otherwise expressly provided in this Contract or required by applicable law, neither party shall be liable to the other for any indirect, incidental, special, or consequential damages, or for any loss of profits, revenue, business opportunities, or goodwill arising out of or relating to this Contract, whether in contract, tort, or otherwise.
Except as otherwise expressly provided herein, the aggregate liability of either party arising out of or in connection with this Agreement shall not exceed the total fees received or receivable by such party hereunder.
LL-03責任上限及例外短版Limitation of Liability with Carve-Outs設定責任上限，排除故意或重大過失⌄
Except as otherwise expressly provided herein, the aggregate liability of either party arising out of or in connection with this Agreement shall not exceed [the total contract price / the total fees paid or payable during the twelve (12) months preceding the event giving rise to the claim / NT$XX].
The foregoing limitation shall not apply to liability arising from a party's willful misconduct or gross negligence, breach of its confidentiality obligations, infringement of the intellectual property rights of the other party or any third party, or any liability that cannot be limited or excluded under applicable law.
BI-01誠信履約短版Good Faith and Fair Dealing一般商務合作／避免欺罔或隱匿重要事項⌄
Each party shall perform its obligations hereunder in good faith and shall not engage in any fraudulent, deceptive, or other dishonest conduct, or knowingly withhold material information in a manner that adversely affects the performance of this Agreement. If either party becomes aware of any circumstance that may materially affect such performance, it shall notify the other party within a reasonable time and cooperate in good faith to address the matter.
BI-02誠信條款長版Business Integrity and Anti-Bribery上市櫃公司／單向強勢版⌄
Except for customary business courtesies consistent with generally accepted social practices, Party B shall not, directly or indirectly, offer, promise, request, or provide any commission, kickback, remuneration, rebate, referral fee, gift, entertainment, or other improper benefit to any director, officer, employee, agent, or other personnel of Party A, nor shall Party B engage in any dishonest, improper, or unlawful conduct for the purpose of securing or influencing the execution or performance of this Agreement, any other business arrangement, or any related commercial activity.If Party B becomes aware of any conduct in violation of the foregoing, Party B shall promptly notify Party A and, to the extent reasonably available, provide the identity of the persons involved, details of the relevant benefit, the manner and amount of any offer, promise, request, or receipt thereof, and any supporting evidence or other relevant information, and shall reasonably cooperate with Party A in any investigation thereof.In the event of any breach of this provision by Party B, Party A may terminate this Agreement immediately without prior notice and without liability to Party B arising from such termination. Party B shall further pay Party A a penalty equal to thirty percent (30%) of the total fees payable under this Agreement. If Party A's losses resulting from such breach exceed the amount of the foregoing penalty, Party A may recover the excess from Party B.
BI-03誠信條款長版Business Integrity and Anti-Bribery雙向拘束版⌄
I. Each party shall conduct all business activities relating to this Agreement with integrity. Neither party, nor any of its directors, officers, employees, agents, or representatives, shall directly or indirectly offer, promise, request, or provide any commission, kickback, remuneration, gift, entertainment, or other improper benefit to any director, officer, employee, agent, representative, or other personnel of the other party for the purpose of obtaining, retaining, or influencing any transaction, business arrangement, commercial decision, or other improper advantage; provided, however, that customary business courtesies consistent with generally accepted business practices shall not be prohibited.II. If either party becoming aware of any conduct in violation of the foregoing in connection with this Agreement shall promptly notify the other party, provide such relevant information and supporting evidence as is reasonably available, and reasonably cooperate with any investigation conducted by the other party.III. If either party breaches this provision and fails to cure such breach within a reasonable period following notice, or if the breach is material and incapable of cure, the non-breaching party may terminate this Agreement immediately and recover any damages resulting from such breach.
Except as expressly provided herein, neither party makes any representation or warranty, express or implied, that any services, information, materials, or other content provided hereunder will achieve any particular result, benefit, or objective. No failure to meet a party's expectations shall, in and of itself, constitute a breach of this Agreement or give rise to any liability for damages.
Any third-party platform, system, software, or other service used in connection with the performance of this Agreement is independently provided and operated by the applicable third-party provider. Except to the extent attributable to the Company, the Company shall not be liable for any loss or damage resulting from any interruption, delay, error, modification, discontinuation, or other circumstance relating to such third-party services beyond the Company's reasonable control.
Except as otherwise expressly provided in this Contract or any applicable Service Level Agreement (SLA) agreed between the parties, the Company makes no representation or warranty that the website, platform, or any services provided hereunder will be continuous, uninterrupted, timely, secure, or error-free, or that all defects or errors will be corrected without delay. The Company may suspend, restrict, or modify all or any part of the services as reasonably necessary for maintenance, updates, upgrades, third-party service disruptions, network or communication failures, or other operational reasons. Except to the extent attributable to the Company, the Company shall not be liable for any service interruption, delay, data transmission failure, or other loss arising therefrom. Any liability or remedy arising from a failure to meet the applicable service levels shall be subject to the terms of the relevant SLA.
