A Sample Indemnity Clause



Section x.x Indemnification. Participant shall indemnify and hold harmless Massachusetts Institute of Technology (hereafter MIT, the Institute), its supervisors, associates, researchers, employees and students, collectively, the research team, from any and all liabilities, losses or damages (including attorneys' fees) they may suffer as a result of claims, demands, costs or judgments against them arising out of Participant's testing, use, handling or storage of BoxLab and its corresponding components; provided, however, this agreement to indemnify and hold harmless expressly excludes any such liability, loss or damage resulting from the gross negligence or willful malfeasance of the research team and excludes any indemnification for any indirect, incidental, consequential, punitive or special damages.

Section x.x Disclaimer of Warranties. THE MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND ITS AGENTS DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESS, IMPLIED OR OTHERWISE, ARISING, WITH RESPECT TO THE PROTOTYPE BOXLAB DELIVERED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. THE INSTITUTE NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY. PARTICIPANT WILL USE BOXLAB AND ITS COMPONENTS AT HIS OR HER OWN RISK. THE INSTITUTE WILL NOT BE LIABLE TO THE PARTICIPANT FOR ANY DIRECT OR INDIRECT DAMAGES INCURRED IN USING BOXLAB AND ITS COMPONENTS. IN NO EVENT WILL THE INSTITUTE BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, NOR FOR PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


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Section x.x Use of BoxLab. Participant understands and acknowledges that the BoxLab is an experimental prototype and is not a medical class device or regulatory approved device. Participant certifies that: (a) Participant shall read and abide by any and all warnings and directions and electronic and printed documentation for the use, handling and storage of BoxLab and its components, (b) Participant shall conduct activities using provided technologies using procedures described by the research team, or set forth and described in related electronic and printed materials. In accordance with all applicable laws, regulations and guidelines, (c) Participant shall not incorporate or allow others to incorporate BoxLab nor any reproducible components in any commercial product, and (d) Participant shall only use BoxLab to perform the activities set forth and refrain from all other uses, including, but not limited to:
  • (i) analyzing or allowing others to analyze the content of BoxLab and its corresponding components;
  • (ii) analyzing or allowing others to analyze BoxLab and its corresponding components for purposes of determining the methods used to make BoxLab and its corresponding components;
  • (iii) replicating or allowing others to replicate BoxLab and its corresponding components, making derivatives of BoxLab or reverse engineering BoxLab and its components;
  • (iv) combining or allowing others to combine BoxLab with another device or substance, with the intent to change or alter BoxLab and its components, such changes are not intended to include making additions to the expansion card provided with BoxLab and its components; or
  • (v) Use of BoxLab and its corresponding components for any medical diagnostic or therapeutic purpose.

Section x.x No Transfer. Participant shall not sell, lend, lease, transfer, distribute or otherwise provide access to BoxLab to any third party without the prior written authorization of the Institute and the research team.