Risk-Limiting Clause

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A Risk-Limiting Clause is a risk mitigation and liability clause that limits or allocates the exposure to potential liabilities between parties in a contract.



References

2024

  • LLM
    1. Aggregate Liability Cap Clauses, such as:
      "The total liability of either party under this Agreement, regardless of the form of action, shall not exceed the total amount of fees paid by the Customer for the Services during the twelve (12) months preceding the date of the claim, excluding liabilities arising from willful misconduct or intellectual property infringement.".
    2. Enhanced Cap for Specific Breaches Clauses, such as:
      "In the event of a breach related to data security, privacy, or confidentiality, the liability cap shall be increased to an amount equal to two (2) times the fees paid by the Customer during the twelve (12) months preceding the claim.".
    3. Liability Period Cap Clauses, such as:
      "The liability of either party for claims arising within any given period shall be limited to the total charges paid during that period, provided that if the period is less than twelve (12) months, the liability shall be prorated accordingly.".
    4. Model Contract Clauses Liability Caps, such as:
      "The aggregate liability of the parties and their respective affiliates under this Agreement and any related model contract clauses shall not exceed [specified amount], inclusive of all claims under both the primary and related agreements.".
    5. Exclusion of Certain Claims Clauses, such as:
      "The liability cap set forth herein shall not apply to claims arising from fraud, gross negligence, willful misconduct, or any claims related to death or personal injury caused by the parties' actions or omissions.".