Tesla 2012 Annual Report Download - page 176

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Confidential Treatment Requested by Tesla Motors, Inc.
12. Limitation of Liability; Insurance; Environmental Claims
10
Party in connection with providing such cooperation, except for salaries of the employees of the indemnified Party and fees and
expenses of any third party retained by the indemnified Party in the defense of any Claim. In any action or proceeding the defense of
which an indemnifying Party assumes, the indemnified Party will have the right to retain its own counsel and be represented in such
litigation at the indemnified Party’
s own expense, provided, however, the indemnified Party shall not consent to any judgment or
decree in any such suit or pay or agree to pay any sum of money or agree to do any other act in compromise of any such Claim of a
third party without first obtaining the indemnifying Party
’
s consent thereto in writing.
a)
EXCEPT FOR [***] (2) EACH PARTIES
’
OBLIGATIONS SET FORTH IN SECTION 11 AND (3) TESLA
’
S
OBLIGATIONS SET FORTH IN SECTION 12(d), NEITHER PARTY SHALL BE LIABLE OR RESPONSIBLE TO THE
OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT
LIMITATION, ANY WORK DELAYS, LOST GOODWILL, PROFIT, REVENUE OR SAVINGS, LOSS OF USE, COST
OF CAPITAL, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, OR DOWNTIME COSTS, EVEN IF
SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR
EACH PARTIES’ OBLIGATIONS SET FORTH IN SECTION 11 AND TESLA’
S OBLIGATIONS SET FORTH IN
SECTION 12(d), NEITHER PARTY’
S LIABILITY FOR MONETARY DAMAGES TO THE OTHER PARTY UNDER
THIS AGREEMENT SHALL EXCEED LESSER OF [***].
b)
Insurance
.
i
Tesla agrees to maintain in full force and effect at all times while it has any obligations remaining under this agreement, policies of
insurance written as primary coverage and not contributing with or in excess of any coverage which Panasonic may carry. These
policies will be issued by an insurance carrier acceptable to Panasonic with a Best’
s rating of at least A, X which affords the
following.
a.
Commercial General Liability Insurance, including coverage for Bodily Injury, Property Damage, Personal Injury,
Contractual Liability, Products and Completed Operations in an amount not less than [***] per occurrence. Products and
Completed operations coverage will be continued for [***] years following the expiration of the Term. Tesla’
s products
liability policy is written on a claims made basis. If products liability coverage, or any other coverages, are written on a claims
made basis, Tesla will evidence that any retroactive date applicable to coverage under the policy precedes the effective date of
this Agreement, and that continuous coverage will be maintained or an extended discovery period will be exercised for a
period of not less than [***] years beginning from the time that final delivery of the product or Item is made.
[***]
Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been
requested with respect to the omitted portions.