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Understanding Limitation of Liability

How liability caps, excluded damages, and carve-outs are commonly structured in contracts.

01

What the clause is trying to do

A limitation-of-liability clause allocates financial exposure by capping some types of liability, excluding certain categories of damages, or both.

02

Caps need a reference point

A cap might be a fixed amount, fees paid over a period, total contract value, insurance proceeds, or another formula. Read how and when the cap is calculated.

03

Excluded damages

Contracts often address indirect, consequential, special, incidental, punitive, lost-profit, or lost-data damages. The exact definitions and governing law can matter.

04

Carve-outs

Some obligations may sit outside the general cap, such as confidentiality, IP infringement, indemnity, fraud, data protection, or unpaid fees. Compare the exceptions with the rest of the agreement.

clauseInsight.com is informational, not legal advice.

Use these guides to understand concepts and organize a first pass. For advice about enforceability, rights, obligations, or your circumstances, consult a qualified legal professional.

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