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The clause that decides what a dispute is worth

Limitation of liability is negotiated in minutes and governs everything after.

A limitation of liability clause caps what either side can recover and usually excludes consequential damages. It is short, it sits near the end, and it is frequently accepted without comment.

It also determines whether a serious failure is a serious claim. A cap set at fees paid in the preceding three months means a catastrophic outage is worth three months of fees, whatever it actually cost you.

Read it against the realistic worst case for your business rather than against the contract value. Those are different numbers, and only one of them matters when something goes wrong.

This note is general information, not legal advice, and it does not create an attorney-client relationship. Whether any of it applies to your situation depends on facts this article does not know.

See our contracts practice

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