Limitation of Remedies; Indemnification and Damages Clause Samples
The "Limitation of Remedies; Indemnification and Damages" clause defines the extent to which parties can seek compensation or other remedies if a contract is breached or if harm occurs. Typically, this clause sets caps on the amount or types of damages recoverable, may exclude certain types of damages like consequential or punitive damages, and outlines the circumstances under which one party must indemnify the other for losses or claims. Its core function is to allocate risk between the parties, providing predictability and protecting each side from potentially unlimited liability.
Limitation of Remedies; Indemnification and Damages. 9.1 BUT FOR: EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION), OR YOUR BREACH OF SECTION 3.9 (LICENSE RESTRICTIONS), NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS OF COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
9.2 BUT FOR: EITHER PARTY’S BREACH OF SECTION 10 (CONFIDENTIAL INFORMATION), OR YOUR BREACH OF SECTION 3.9 (LICENSE RESTRICTIONS), BOTH PARTIES’ ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SOFTWARE LICENSE FEES PAID BY YOU FOR THE SOFTWARE OR THE FEES PAID OR OWED BY YOU FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES.
9.3 The parties agree that the limitations specified in this Section 9 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Limitation of Remedies; Indemnification and Damages. 10.1 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION 11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9 (LICENSE RESTRICTIONS) OR SECTION 12 (EXPORT COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR OBLIGATIONS UNDER SECTION 10.5, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR COSTS OF COVER), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
10.2 BUT FOR: (A) EITHER PARTY’S BREACH OF SECTION
11.1 (USE OF CONFIDENTIAL INFORMATION), (B) YOUR BREACH OF SECTION 3.7 (CLIENT SUBLICENSEES), SECTION 3.9 (LICENSE RESTRICTIONS), OR SECTION 12 (EXPORT COMPLIANCE), OR (C) DAMAGES ARISING OUT OF CLIENT SUBLICENSEE’S USE OF THE SOFTWARE, INCLUDING YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.5, EACH PARTY’S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF (I) FEES PAID OR OWED BY YOU UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRECEDING THE CLAIM, OR (II) US$1,000,000. IN THE CASE WHERE NO AMOUNT WAS PAID FOR THE SOFTWARE OR SERVICE GIVING RISE TO THE CLAIM, TABLEAU AND ITS LICENSORS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED USD$100.
10.3 The parties agree that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Limitation of Remedies; Indemnification and Damages. 10.1 BUT FOR: (1) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (2) EITHER PARTY’S BREACH OF SECTION 11 (CONFIDENTIAL INFORMATION), OR
Limitation of Remedies; Indemnification and Damages. 7.1. BUT FOR: (A) EITHER PARTY’S BREACH OF
SECTION 8.1 (USE OF CONFIDENTIAL INFORMATION),
Limitation of Remedies; Indemnification and Damages. 10.1 But for: (A) either Party’s breach of section 11.1 (use of confidential information), (B) your breach of section 3.6 (license restrictions), neither party shall be liable for any loss of use, lost data, failure of security mechanisms, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits or costs of cover), regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, even if informed of the possibility of such damages in advance.
10.2 But for (A) either party’s breach of section 11.1 (use of confidential information), (B) your breach of section 3.6 (license restrictions) each party’s entire liability under this agreement shall not exceed the lesser of (1) fees paid or owed by you under this agreement during the twelve months preceding the claim, or (2) € 25.000,=.
Limitation of Remedies; Indemnification and Damages
Limitation of Remedies; Indemnification and Damages