Exclusion of liability clause: Copy, customize, and use instantly
Introduction
An exclusion of liability clause limits or eliminates a party's responsibility for certain types of damages or losses. This clause is often used to protect one party from financial responsibility due to specific events, including accidents, negligence, or third-party claims. It helps define the extent of liability, ensuring that a party is not held liable for certain outcomes that may arise during the contract's performance.
Below are templates for exclusion of liability clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard exclusion of liability clause
This version includes general exclusions of liability provisions.
Neither party shall be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of business, or personal injury, arising out of the performance or non-performance of this agreement. The exclusion of liability applies regardless of the form of action, whether in contract, tort, or otherwise.
Exclusion of liability clause with provision for limitation on types of damages
This version applies to the limitation on types of damages.
[Party A] shall not be held liable for any damages arising from events beyond their control, including natural disasters, war, or government actions. In no event will [Party A] be liable for any damages exceeding the total amount paid under this agreement for the work performed.
Exclusion of liability clause with provision for excluding third-party claims
This version applies to excluding third-party claims.
[Party A] will not be liable for any third-party claims, losses, or damages that arise from the use of its services, unless such claims result from [Party A]'s gross negligence or willful misconduct. The parties agree that any third-party claims shall be handled independently, with no liability extending to [Party A].
Exclusion of liability clause with provision for excluding liability for delays
This version applies to delays.
Neither party shall be liable for any delays in the performance of their obligations under this agreement if such delays are caused by events beyond their reasonable control, including but not limited to strikes, natural disasters, or other force majeure events. The excluded liability includes any penalties or damages arising due to delays.
Exclusion of liability clause with provision for excluding liability for intellectual property infringement
This version applies to intellectual property infringement.
[Party B] will not be liable for any claims of intellectual property infringement arising from the use of materials provided by [Party A] under this agreement. [Party A] agrees to indemnify and hold [Party B] harmless from any legal claims related to the infringement of third-party intellectual property rights.
Exclusion of liability clause with provision for excluding liability for lost profits
This version applies to lost profits.
Neither party shall be liable for any loss of profits, business interruption, or any other economic loss suffered by the other party as a result of the performance or non-performance of this agreement, except in cases of intentional misconduct or gross negligence.
Exclusion of liability clause with provision for excluding liability for pre-existing conditions
This version applies to pre-existing conditions.
[Party B] will not be held liable for any damages, injuries, or issues arising from pre-existing conditions or factors not caused by [Party B]'s actions, omissions, or performance under this agreement.
Exclusion of liability clause with provision for excluding liability for consequential losses
This version applies to consequential losses.
Neither party shall be responsible for any consequential or indirect losses, including loss of goodwill, loss of data, or reputational damage, incurred by the other party in connection with the performance of this agreement.
Exclusion of liability clause with provision for excluding liability for unauthorized use of content
This version applies to unauthorized use.
[Party A] will not be liable for any damages arising from the unauthorized use, reproduction, or distribution of content provided under this agreement by [Party B] or any third-party agents acting on behalf of [Party B].
Exclusion of liability clause with provision for excluding liability for acts of God
This version applies to acts of God.
Neither party shall be liable for any failure or delay in performance of this agreement due to events beyond their control, including, but not limited to, acts of God, natural disasters, fire, flood, war, or governmental restrictions.
Exclusion of liability clause with provision for excluding liability for third-party actions
This version applies to third-party actions.
[Party A] shall not be held liable for any damages, losses, or claims resulting from the actions of third parties, including but not limited to suppliers, contractors, or subcontractors, who are not under the direct control of [Party A].
Exclusion of liability clause with provision for excluding liability for data loss
This version applies to data loss.
[Party A] will not be liable for any loss or corruption of data arising out of the use of its services, except where such loss is due to [Party A]'s gross negligence or intentional misconduct.
Exclusion of liability clause with provision for excluding liability for breach of confidentiality
This version applies to confidentiality.
Neither party shall be liable for any damages arising from a breach of confidentiality obligations unless such breach is caused by intentional misconduct or gross negligence. Any claims for damages will be limited to direct, verifiable losses.
Exclusion of liability clause with provision for excluding liability for actions outside the scope of the agreement
This version applies to actions outside the agreement.
[Party A] shall not be liable for any actions or omissions by [Party B] that fall outside the scope of this agreement, including unauthorized use of products, services, or materials provided under this agreement.
Exclusion of liability clause with provision for excluding liability for legal costs
This version applies to legal costs.
Neither party shall be liable for the legal costs incurred by the other party in relation to any dispute, except where a party is found to be in breach of the agreement or engaged in fraudulent or grossly negligent behavior.
Exclusion of liability clause with provision for excluding liability for public policy exceptions
This version applies to public policy exceptions.
This exclusion of liability does not apply in cases where the law mandates that liability cannot be excluded, including cases of fraud, death, personal injury, or any other claim where liability cannot be limited under public policy.
Exclusion of liability clause with provision for excluding liability for breaches by affiliates
This version applies to affiliates.
[Party A] will not be held liable for any actions or breaches of this agreement caused by its affiliates, contractors, or agents unless [Party A] is directly responsible for the actions of those affiliates.
Exclusion of liability clause with provision for excluding liability for limitations on technology
This version applies to technology limitations.
Neither party will be liable for any damages or disruptions caused by technical limitations or failures of the software or hardware used to implement this agreement, including compatibility issues or software bugs not related to the actions or omissions of the parties.
Exclusion of liability clause with provision for excluding liability for goodwill loss
This version applies to goodwill loss.
Neither party shall be liable for any loss of goodwill, customer relationships, or business opportunities arising out of the performance or non-performance of this agreement.
Exclusion of liability clause with provision for excluding liability for delays due to regulatory changes
This version applies to regulatory delays.
[Party A] will not be liable for any delays caused by regulatory changes, legal requirements, or other government actions that impact the performance of this agreement.
Exclusion of liability clause with provision for excluding liability for errors in third-party services
This version applies to third-party services.
[Party A] shall not be liable for any errors or failures in services provided by third-party vendors or service providers, even if such services are integrated into [Party A]'s offerings under this agreement.
Exclusion of liability clause with provision for excluding liability for negligence in absence of direct causation
This version applies to indirect negligence.
[Party A] will not be liable for any damages or losses arising from negligence, unless the negligence directly and proximately causes the loss or damage. Indirect negligence or failure to perform is excluded under this clause.
Exclusion of liability clause with provision for limiting liability to direct losses
This version applies to limiting liability.
The liability of either party for damages arising under this agreement will be limited to direct losses only. In no event shall either party be liable for any indirect, consequential, or punitive damages, including loss of revenue, business interruption, or reputation.
Exclusion of liability clause with provision for excluding liability for actions of independent contractors
This version applies to independent contractors.
[Party A] shall not be liable for any actions, omissions, or damages caused by independent contractors or subcontractors engaged in the performance of their obligations under this agreement, except where such actions directly result from [Party A]'s own negligence or misconduct.
Exclusion of liability clause with provision for excluding liability for environmental damage
This version applies to environmental damage.
[Party A] will not be held liable for any environmental damage caused during the performance of this agreement, except where such damage results from [Party A]'s intentional acts or gross negligence.
Exclusion of liability clause with provision for excluding liability for force majeure events
This version applies to force majeure events.
Neither party shall be liable for failure or delay in performance due to any event of force majeure, including but not limited to natural disasters, acts of war, terrorism, or any other events beyond the reasonable control of the parties.
Exclusion of liability clause with provision for excluding liability for breach of contract by suppliers
This version applies to supplier breaches.
[Party A] will not be held liable for any breaches of this agreement caused by third-party suppliers or vendors, unless such breaches are directly attributable to [Party A]'s negligence or failure to meet its obligations under this agreement.
Exclusion of liability clause with provision for excluding liability for actions taken under duress
This version applies to duress.
Neither party shall be liable for any actions taken under duress or threat of harm, and any such actions will not be considered a breach of the agreement. If duress is claimed, the burden of proof rests with the party asserting it.
Exclusion of liability clause with provision for excluding liability for speculative or hypothetical claims
This version applies to speculative claims.
[Party A] will not be liable for speculative, hypothetical, or unsubstantiated claims that are not supported by factual evidence or direct causation. Only actual, documented damages resulting from specific breaches will be eligible for recovery under this agreement.
Exclusion of liability clause with provision for excluding liability for legal compliance issues
This version applies to legal compliance issues.
[Party A] will not be held liable for any costs, penalties, or damages resulting from failure by [Party B] to comply with applicable laws or regulations, including tax laws, environmental laws, or industry-specific requirements.
Exclusion of liability clause with provision for excluding liability for fraudulent misrepresentation
This version applies to fraudulent misrepresentation.
[Party A] will not be held liable for any damages resulting from fraudulent misrepresentation, whether by omission or commission, except where [Party A] itself is directly responsible for the fraud or deceit under this agreement.
Exclusion of liability clause with provision for excluding liability for negligence in absence of intent
This version applies to negligence without intent.
[Party A] will not be liable for any negligent actions or omissions unless they are intentional or grossly negligent. Any claims based on ordinary negligence will be excluded from liability under this agreement.
Exclusion of liability clause with provision for excluding liability for losses due to system downtime
This version applies to system downtime.
[Party A] will not be liable for any losses, damages, or disruptions caused by system downtime, server outages, or technical failures, provided such downtime is not caused by [Party A]'s direct actions or negligence.
Exclusion of liability clause with provision for excluding liability for changes in market conditions
This version applies to market conditions.
[Party A] will not be held liable for any losses or damages resulting from changes in market conditions, including fluctuations in prices, currency exchange rates, or demand, unless directly caused by [Party A]'s breach of this agreement.
Exclusion of liability clause with provision for excluding liability for performance not meeting expectations
This version applies to unmet expectations.
[Party A] will not be held liable for performance that does not meet the expectations of [Party B] unless the failure is due to [Party A]'s breach of the specific terms of this agreement, or gross negligence in fulfilling the agreement's requirements.
Exclusion of liability clause with provision for excluding liability for errors in data or content
This version applies to data or content errors.
[Party A] will not be held liable for errors or omissions in the data or content provided under this agreement unless such errors are due to [Party A]'s gross negligence or intentional misconduct.
Exclusion of liability clause with provision for excluding liability for inconvenience caused
This version applies to inconvenience.
[Party A] will not be liable for any inconvenience caused to [Party B] or third parties, including any incidental or consequential damages, unless the inconvenience results from [Party A]'s intentional actions or failure to meet the terms of the agreement.
Exclusion of liability clause with provision for excluding liability for termination due to external factors
This version applies to external termination factors.
[Party A] will not be held liable for any costs or damages resulting from the termination of this agreement due to external factors such as changes in government policy, legal changes, or unforeseen economic shifts that affect the ability of either party to perform.
Exclusion of liability clause with provision for excluding liability for claims arising from product defects
This version applies to product defects.
[Party A] will not be held liable for any claims arising from product defects unless the defects are the direct result of [Party A]'s actions, omissions, or failure to adhere to agreed quality standards. Any defects arising from third-party suppliers or external sources are excluded.
Exclusion of liability clause with provision for excluding liability for third-party service provider issues
This version applies to third-party service issues.
[Party A] shall not be liable for any issues, delays, or failures resulting from the actions or inactions of third-party service providers, including contractors, agents, or sub-contractors engaged by [Party B], unless such actions directly result from [Party A]'s negligence.
Exclusion of liability clause with provision for excluding liability for unauthorized acts
This version applies to unauthorized acts.
[Party A] will not be held liable for any actions taken without its authorization or consent. [Party B] assumes responsibility for any legal or financial consequences resulting from unauthorized actions by their agents or representatives.
Exclusion of liability clause with provision for excluding liability for personal injury claims
This version applies to personal injury claims.
[Party A] will not be liable for any personal injury claims arising from the use or implementation of services or products under this agreement unless such injury is directly caused by [Party A]'s negligence or intentional misconduct.
Exclusion of liability clause with provision for excluding liability for lost business opportunities
This version applies to lost business opportunities.
Neither party shall be liable for any loss of business opportunities, revenue, or profits due to the performance of this agreement, unless the loss is caused by a breach of contract or willful misconduct by the party responsible for the loss.
Exclusion of liability clause with provision for excluding liability for financial market volatility
This version applies to financial market volatility.
[Party A] will not be held liable for any losses or damages arising due to volatility in the financial markets, including changes in investment values or unforeseen economic events, unless caused by [Party A]'s direct actions or breaches.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.