Draft SaaS limitation-of-liability language that protects your business while remaining negotiable.
Draft SaaS limitation-of-liability language that protects your business while remaining negotiable. Includes specific cap amounts, exclusions, and business-reasonable carve-outs.
Draft a limitation of liability clause for a SaaS agreement that: (1) caps total liability at 12 months of fees paid by the client, (2) excludes indirect, incidental, consequential, and punitive damages, (3) excludes indemnification obligations and breach of confidentiality from the cap, (4) defines what constitutes 'indirect damages' to avoid ambiguity. Provide the complete provision with rationale explaining why each component is enforceable and commercially reasonable.