Summary
When reviewing a B2B contract, its important to assess the liability clause for fairness. Consider introducing a liability cap, excluding indirect damages, and ensuring proportional liability. Additionally, ensure mutual indemnification and a reasonable notice period for claims. For subcontractor clauses, clarify the scope of terms, limit indemnity to direct damages, and ensure mutual responsibilities. In termination clauses, provide a fair cure period for remedying defaults. Always seek legal advice for personalized contract revisions.Full Conversation
can you spot any legal inconsistencies / troubles with this B2B contract for me - I’m being contracyand the liability clause too strong. Suggest any better alternatives for me?
Hi ****! To assist you better, I need to know the specific terms and wording of the liability clause in your B2B contract. Could you please share the exact text or more details about the clause you're concerned with?
Section * on liabilities is very taxing
Hi ****! Reviewing liability clauses can indeed be complex. Here are some general points to consider in a liability clause:
- Limitation of Liability: Ensure it caps the amount of compensation.
- Exclusion of Indirect Damages: Specify that indirect or consequential damages are excluded.
- Mutual Indemnification: Both parties should have similar responsibilities.
Could you share the exact wording of Section * for more precise advice?
How do I share it- cut and paste?
Hi ****! Yes, you can copy and paste the text of Section * here. That way, I can provide more specific advice on the liability clause and suggest better alternatives for you.
*.*. The Contractor hereby indemnifies Mi-C3, defends and holds Mi-C3 and its officials, employees and representatives non-liable for all costs, claims and expenses
(including attorney’s fees, disbursements, interests and penalties) arising from claims made by any persons or Governmental Authorities in connection with the direct acts or omissions of the Contractor. Mi-C3 shall promptly provide the Contractor a copy of any summons, complaint or other notice of claim with respect to any claim for which Mi-C3 may seek indemnification or defence hereunder. The Contractor shall ensure that the Contractor and its subcontractors shall fully indemnify Mi-C3 on written demand in respect of all losses incurred by or awarded against Mi-C3 which Mi-C3 is liable to any third party for, arising out of or in connection with the following:
*.*.*. any default or breach committed by the Contractor under or any non-compliance with any provision of this Agreement.
Hi ****! The liability clause does seem quite stringent. Here are a few suggestions to consider:
- Limitation of Liability: Include a cap on the total liability.
- Exclusion of Indirect Damages: Specify that indirect or consequential damages are excluded.
- Reciprocal Indemnification: Both parties should have mutual indemnification clauses.
Would you like more detailed alternatives or any specific part of the clause to be reviewed further?
As the contractor - can you suggest better alternative for me on the above excerpt?
Hi ****! Here are some suggestions to revise the liability clause to make it more balanced for you as the contractor:
- Limit Liability: Introduce a cap on the total liability amount.
- Exclusions: Exclude indirect or consequential damages.
- Proportional Liability: Ensure liability is proportionate to the degree of fault.
- Notice Period: Extend the notice period for claims to 30 days.
- Mitigation: Both parties should have a duty to mitigate damages.
Would you like me to draft a sample revision for you?
yes please
Sure thing, ****! Here’s a suggested revision for Section *:
Suggested Revision:
*. Indemnification / Liability:
*.*. The Contractor hereby indemnifies Mi-C3, defends and holds Mi-C3 and its officials, employees and representatives non-liable for all costs, claims and expenses (including attorney’s fees, disbursements, interests and penalties) arising from claims made by any persons or Governmental Authorities in connection with the direct acts or omissions of the Contractor, subject to the following limitations:
- *.*.*. Liability Cap: The total liability of the Contractor for any claims arising out of or in connection with this Agreement shall be capped at €[insert amount] or the total contract value, whichever is lower.
- *.*.*. Exclusions: Indirect, consequential, or punitive damages shall be excluded from any claims.
- *.*.*. Proportional Liability: The liability of the Contractor shall be proportionate to the degree of fault attributable to the Contractor.
- *.*.*. Notice Period: Mi-C3 shall provide the Contractor with a notice of claim within thirty (*) days of becoming awareof the claim.
- *.*.*. Mitigation: Both parties shall take all reasonable steps to mitigate any damages or losses.
Would you like any further adjustments to this draft?
Thank you - can you help me with another part please?
Sure, ****! What specific part of the contract would you like help with next?
Can you check this clause for me also?
Sure, I'd be happy to help! Please go ahead and share the specific clause you need me to review.
*.*.
The Contractor warrants and agrees that any subcontract resulting from its performance under the terms and conditions of this Agreement shall include a provision that the said subcontractor shall abide by the terms and conditions hereof, as well as all other Applicable Laws that have been or may hereafter be established. Also, the Contractor warrants and agrees that all subcontracts shall include a provision that subcontractors shall indemnify and hold Mi-C3 non-liable from liabilities, damages or losses resulting from the performance of the Services under this Agreement.
****, the clause you shared seems to impose a significant burden on the contractor. Here are some points for consideration and possible revision:
- Clarify Scope: Define the scope of "terms and conditions" the subcontractor must abide by.
- Limit Indemnity: Limit the indemnity to direct damages caused by subcontractor's negligence or breach.
- Mutual Responsibilities: Ensure mutual responsibilities for both parties.
Would you like a detailed revision draft for this clause?
Yes please can you kindly redraft it?
Hi ****! Sure thing. Here’s the redrafted conversation for you:
---
FreeLawChat: Hi ****! How can I help you with your legal issue today?
**** ****: Can you spot any legal inconsistencies/troubles with this B2B contract for me? I’m being contracted, and the liability clause seems too strong. Suggest any better alternatives for me?
FreeLawChat: To assist you better, I need to know the specific terms and wording of the liability clause in your B2B contract. Could you please share the exact text or more details about the clause you're concerned with?
**** ****: Section * on liabilities is very taxing.
FreeLawChat: Reviewing liability clauses can indeed be complex. Here are some general points to consider in a liability clause:
- Limitation of Liability: Ensure it caps the amount of compensation.
- Exclusion of Indirect Damages: Specify that indirect or consequential damages are excluded.
- Mutual Indemnification: Both parties should have similar responsibilities.
Could you share the exact wording of Section * for more precise advice?
**** ****: How do I share it- cut and paste?
FreeLawChat: Yes,you can copy and paste the text of Section * here. That way, I can provide more specific advice on the liability clause and suggest better alternatives for you.
**** ****: [Shares the text of Section *]
FreeLawChat: Here are some suggestions to revise the liability clause to make it more balanced for you as the contractor:
- Limit Liability: Introduce a cap on the total liability amount.
- Exclusions: Exclude indirect or consequential damages.
- Proportional Liability: Ensure liability is proportionate to the degree of fault.
- Notice Period: Extend the notice period for claims to 30 days.
- Mitigation: Both parties should have a duty to mitigate damages.
Would you like me to draft a sample revision for you?
**** ****: Yes, please.
FreeLawChat: Here’s a suggested revision for Section *:
Suggested Revision:
*. Indemnification / Liability:
*.*. The Contractor hereby indemnifies Mi-C3, defends and holds Mi-C3 and its officials, employees and representatives non-liable for all costs, claims and expenses (including attorney’s fees, disbursements, interests and penalties) arising from claims
*.*. The Contractor warrants and agrees that any subcontract resulting from its performance under the terms and conditions of this Agreement shall include a provision that the said subcontractor shall abide by the terms and conditions hereof, as well as all other Applicable Laws that have been or may hereafter be established. Also, the Contractor warrants and agrees that all subcontracts shall include a provision that subcontractors shall indemnify and hold Mi-C3 non-liable from liabilities, damages or losses resulting from the performance of the Services under this Agreement.
****, here's a suggested revision for Clause *.* to make it more balanced for the contractor:
~Suggested Revision:
*.*. The Contractor warrants and agrees that any subcontract resulting from its performance under the terms and conditions of this Agreement shall:
- Include a provision that the subcontractor shall comply with the specific terms and conditions relevant to the subcontracted work, as well as all applicable laws.
- Limit the subcontractor's indemnity to direct damages caused by their negligence or breach of this Agreement.
- Ensure mutual indemnity provisions where both parties are responsible for their own negligence or breaches.
Would you like to review any other clauses?
*.*.*. Mi-C3 may terminate this Agreement for cause without compensation. Where Mi-C3 terminates the Agreement for cause, it will give twenty-one (*) days prior written notice to the Contractor, stating the reasons for termination, procedures to correct problems (if any), and the date upon which the termination will take effect in the event that the problems are not remedied satisfactorily. Such date for correction of such a problem shall be seven (*) days (the “Cure Period”) from the date of receipt of the notice, within which period the Contractor shall remedy the event giving rise to the said notice. Failure of the Contractor to remedy such default within the Cure Period shall lead to a termination of the Agreement.
****, here's a suggested revision for Clause *.*.* to make it more balanced for the contractor:
~Suggested Revision:
*.*.*. Mi-C3 may terminate this Agreement for cause without compensation. Where Mi-C3 terminates the Agreement for cause, it will give twenty-one (*) days prior written notice to the Contractor, stating the reasons for termination, procedures to correct problems (if any), and the date upon which the termination will take effect in the event that the problems are not remedied satisfactorily. The Contractor shall have a Cure Period of fourteen (*) days from the date of receipt of the notice to remedy the event giving rise to the said notice. Failure of the Contractor to remedy such default within the Cure Period shall lead to a termination of the Agreement.
Would you like to review any other clauses or need further adjustments to this draft?
Thank you. Stopping for now.
Sure thing, ****. If you need further assistance in the future, feel free to reach out. Have a great day!
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