Contract Liability Clause Review

Summary

Reviewing a service agreements liability and indemnity clauses is crucial for service receivers. Consider negotiating a higher liability cap for the service provider and including all types of damages, such as indirect and consequential damages. Ensure remedies for breach are clearly defined, including specific performance. Consulting a legal expert for a detailed review of these terms is advisable to safeguard your interests.

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The aggregate liability of Service Provider under this Agreement for any breach/dispute under any applicable Law or equity shall be limited to the Total Subscription amount paid by the service receiver to service provider under this Agreement "limit laibility can be negative to service receiver add comment to not limit to service receiver that can be safe guard service receiver
To safeguard your interests as the service receiver, consider the following amendments:
- Remove or limit the clause that restricts liability to the Total Subscription amount.
- Include a clause that holds the service provider accountable for all types of damages, including indirect and consequential damages.
- Ensure remedies for breach are clearly defined.
Have you consulted a lawyer for a detailed review of these terms?
Service Provider hereby agrees to defend, indemnify and shall keep indemnified the party, the employees and representatives from and against any and all claims, disputes, liabilities, losses, damages, costs, expenses, penalties, fines or payments, including reasonable legal fees, whatsoever incurred as a result of: i. breach of any or all obligations and/or term/s of the Agreement by Service Provider; or ii. any negligence or misconduct on the Service Provider, its employees, sub-contractors, and/or other representatives; or iii. breach of any representation or warranty made by the Service Provider. any negative clause to service receiver or we can add something to safeguard service receiver
To safeguard your interests as the service receiver, you might consider the following amendments:
- Remove or limit the clause capping liability to the Total Subscription amount.
- Ensure the service provider is accountable for all types of damages, including indirect and consequential damages.
- Clearly define remedies for breach and include a clause for specific performance.
Have you consulted a legal expert to review these terms?
add comment to add in the template to be sent to service provider
It seems like you want to ensure your interests are protected as the service receiver. Here is a suggested comment to include in the template to be sent to the service provider:
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We have reviewed the indemnity draft and have the following comments to ensure our interests as the service receiver are safeguarded:
*. Liability Cap: The clause limiting the liability to the Total Subscription amount can be negative for us. We propose removing or increasing the liability cap to better protect our interests.
*. Damages: The current clause excludes indirect, incidental, punitive, special, consequential, or exemplary damages. We suggest including all types of damages to ensure comprehensive coverage.
*. Remedies for Breach: Clearly define remedies for breach, including specific performance, to ensure that any violation of the agreement is adequately addressed.
Please review these suggestions and let us know your thoughts.
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Have you had the chance to consult a legal expert for a detailed review of these terms?