Sample Clauses

Limitation of Liability

Limits the amount and types of damages one party can recover from the other, often capping liability to a certain amount or excluding certain types of damages like consequential or indirect losses.

Drafting Tips

Clearly define the limits and types of damages that are capped. Ensure the clause is reasonable to avoid being unenforceable due to unfairness.
Sample Clauses
Source Master Services Agreement [IDEX BIOMETRICS ASA]
(2020-11-19) - Q8 - Services-Computer Integrated Systems Design

The foregoing limitation of liability shall not apply for breaches of confidentiality obligations, intellectual property rights (provided, however, that each Party's liability under the indemnification obligations set out in Section 11 shall be limited to the amount of USD [***] unless falling under any of the other exceptions set out in this paragraph) or breaches caused by gross negligence or willful misconduct.
Source Commercial Lease Agreement [SKYWATER TECHNOLOGY, INC]
(2021-03-22) - DE - Semiconductors & Related Devices

Landlord shall not be liable in any manner whatsoever to Tenant or to any third party by reason of Landlord's act or failure to act in providing or maintaining any security.
Source Securities Registration Form [BROADSTONE NET LEASE, INC.]
(2017-06-29) - Real Estate Investment Trusts

Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. The Articles of Incorporation contain a provision that eliminates such liability of our directors and officers to the maximum extent permitted by Maryland law.
Source Master Service Agreement [CIRCLE OF WEALTH FUND III LLC]
(2019-06-03) - ID - Real Estate

Except for indemnification obligations and breach of confidentiality, neither party's liability for any single incident will exceed the amount paid by Customer in the six-month period preceding the incident. The aggregate liability will not exceed the total amount paid by Customer.
Source Sublease Agreement [DATADOG, INC.]
(2019-08-23) - DE - Services-Prepackaged Software

Notwithstanding anything contained in this agreement to the contrary, neither party shall be liable to the other party for any consequential, special, or indirect damages.
Source Software License, Customization and Maintenance Agreement [CARDLYTICS, INC.]
(2018-01-12) - DE - Services-Computer Programming, Data Processing, Etc.

Neither Party shall be liable to the other for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such Party alleged to be liable has knowledge of the possibility of such damages, provided, however, that the limitations set forth in this Section shall not apply to or in any way limit the obligations of the Section entitled "Indemnity," the Section entitled "Confidentiality and Information Protection," or Supplier's gross negligence or willful misconduct.
Source Office Lease Agreement [2U, INC.]
(2018-02-27) - DE - Services-Prepackaged Software

Except as provided in Paragraph 23(b) and (c) and Paragraph 8(c), in no other event shall Tenant be liable for indirect, consequential, special, or punitive damages, and except as provided above, Landlord expressly waives any right or claim to or for indirect, consequential, special, or punitive damages from Tenant.
Source Office Lease [2U, INC.]
(2017-02-24) - DE - Services-Prepackaged Software

Neither Landlord nor Tenant shall be liable to the other for any indirect or consequential damages.
Source Registration Statement (S-1) [4D MOLECULAR THERAPEUTICS, INC.]
(2020-11-17) - DE - Biological Products, (No Diagnostic Substances)

Party claims, such proceedings would be expensive and would divert the attention of our management and technical personnel.
Source Office Lease [2U, INC.]
(2017-02-24) - DE - Services-Prepackaged Software

Notwithstanding any provision of this Agreement to the contrary, neither Parcel C Owner nor the Outparcel Owners shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party to the extent of any loss or damage which is covered by the insurance obtained pursuant to Section 2.2. Notwithstanding the foregoing sentence, the recipient of the insurance proceeds shall be responsible for paying the insurance deductible.
Source Termination Agreement [4FRONT VENTURES CORP.]
(2021-04-07) - Medicinal Chemicals & Botanical Products

No party shall be liable to any other party for (a) punitive or exemplary damages (b) any loss of profits arising out of or resulting from an anticipated, expected, projected or actual increase in profits after the Closing as compared to the historical profits of the Company before the Closing; and (c) losses that are not, as of the date of this Agreement, the probable and reasonably foreseeable result of (i) an inaccuracy or breach by the Seller Parties of their representations and warranties under this Agreement or (ii) the other matters giving rise to a claim for indemnification under this Agreement, except in each case to the extent that any such damages or losses are required to be paid to a third party pursuant to a third party claim.
Source Office Lease [2U, INC.]
(2017-02-24) - DE - Services-Prepackaged Software

Notwithstanding any provision of this Agreement to the contrary, neither Parcel C Owner nor the Outparcel Owners shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party to the extent of any loss or damage which is covered by the insurance obtained pursuant to Section 2.2. Notwithstanding the foregoing sentence, the recipient of the insurance proceeds shall be responsible for paying the insurance deductible.
Source Termination Agreement [4FRONT VENTURES CORP.]
(2021-04-07) - Medicinal Chemicals & Botanical Products

No party shall be liable to any other party for (a) punitive or exemplary damages (b) any loss of profits arising out of or resulting from an anticipated, expected, projected or actual increase in profits after the Closing as compared to the historical profits of the Company before the Closing; and (c) losses that are not, as of the date of this Agreement, the probable and reasonably foreseeable result of (i) an inaccuracy or breach by the Seller Parties of their representations and warranties under this Agreement or (ii) the other matters giving rise to a claim for indemnification under this Agreement, except in each case to the extent that any such damages or losses are required to be paid to a third party pursuant to a third party claim.
Source Promissory Note [ADIAL PHARMACEUTICALS, L.L.C.]
(2017-05-12) - DE - Pharmaceutical Preparations

NEITHER PARTY SHALL BE ENTITLED TO RECOVER FROM THE OTHER PARTY ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT.
Source Master Services Agreement [ADAPTIVE TCR CORP]
(2019-03-29) - WA - Biological Products, (No Diagnostic Substances)

Client and Contractor agree that, to the fullest extent permitted by law, each party's liability to the other for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses, including attorneys' fees, arising out of the Services, the Services Product, or this Agreement, shall be limited to two times (2x) the amount of professional fees paid or payable in connection with the Services giving rise to the claim.
Source Investment Advisory Agreement [ADVISORS' INNER CIRCLE FUND III]
(2021-01-28) - DE -

The parties to this Agreement acknowledge and agree that all litigation arising hereunder, whether direct or indirect, and of any and every nature whatsoever, shall be satisfied solely out of the assets of the affected Fund and that no Trustee, officer, or holder of shares of beneficial interest of the affected Fund shall be personally liable for any of the foregoing liabilities.
Source Site Sharing and Services Agreement [ADVANSIX INC.]
(2016-08-16) - DE - Plastic Materials, Synth Resins & Nonvulcan Elastomers

Neither Licensor nor Licensee shall have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future profits, revenue or income, diminution in value or loss of business reputation or opportunity.
Source Registration Statement (Form S-1) [ALIGOS THERAPEUTICS, INC.]
(2020-09-25) - DE - Biological Products, (No Diagnostic Substances)

Except in the case of such Party's fraud or willful misconduct, under no circumstances will either Party be liable to the other Party or its Affiliates or Sublicensees for lost profits or special, incidental, indirect, consequential or exemplary damages. In no event shall [Party.Name] be liable to [Company.Name] or its Affiliates for compensatory damages resulting from the manufacture, testing, design, labeling, use or sale of Licensed Products.
Source Term Loan Credit Agreement [ALLEGRO MICROSYSTEMS, INC.]
(2020-10-13) - Semiconductors & Related Devices

You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.
Source Product License Agreement [APTEVO THERAPEUTICS INC.]
(2016-06-29) - DE - Pharmaceutical Preparations

Section 6.03. Limitation of Liability. THE LIABILITIES OF EACH PARTY AND ITS AFFILIATES AND REPRESENTATIVES, COLLECTIVELY, UNDER THIS AGREEMENT FOR ANY ACT OR FAILURE TO ACT IN CONNECTION HEREWITH (INCLUDING THE PERFORMANCE OR BREACH OF THIS AGREEMENT), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICES PROVIDED UNDER OR CONTEMPLATED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, AT LAW OR EQUITY, SHALL NOT EXCEED THE TOTAL AGGREGATE AMOUNTS PAID OR PAYABLE TO EMERGENT BY APTEVO PURSUANT TO THIS AGREEMENT DURING THE ONE YEAR PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
Source Master Service Agreement [APTORUM GROUP LTD]
(2019-07-02) - E9 - Pharmaceutical Preparations

Neither party shall be liable to the other party in connection with this Agreement for any indirect, consequential (including without limitation lost profits), incidental, special or punitive damages, except to the extent caused by the gross negligence or willful misconduct of that party.