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Limitation period clause: Copy, customize, and use instantly

Introduction

A limitation period clause sets a time frame within which a party can bring a legal claim or seek a remedy under the agreement. It limits the time during which actions for breach of contract or other claims can be initiated, ensuring that any legal disputes are resolved within a reasonable period. This clause helps provide certainty and finality for both parties, preventing indefinite potential liabilities.

Below are templates for limitation period clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard limitation period clause

This version provides a general framework for limitation periods.

Any action or claim arising under this Agreement must be brought within [X] years from the date the cause of action arose. After the expiration of this limitation period, neither Party shall be liable for any claims or actions arising under this Agreement.

Limitation period clause with provision for specific claims

This clause limits specific claims.

Any claims arising from a breach of confidentiality, intellectual property rights, or the misuse of proprietary information must be brought within [X] years from the date of discovery of the breach. Claims related to other matters must be brought within [X] years from the date the cause of action arose.

Limitation period clause with provision for extension of limitation period

This version allows for an extended limitation period.

The limitation period for bringing any claims under this Agreement shall be extended by [X] months if the claimant did not have knowledge of the facts giving rise to the claim. The extended period will apply only to claims where the claimant can show they were unaware of the cause of action.

Limitation period clause with provision for waiving time limits

This clause includes provisions for waiving the limitation period.

The Parties may mutually agree to waive or extend the limitation period for bringing any claims under this Agreement, provided such waiver or extension is agreed to in writing by both Parties before the expiration of the limitation period.

Limitation period clause with provision for shorter limitation period

This version provides a shorter limitation period.

Any claim arising from this Agreement must be brought within [X] months of the date the cause of action first arose. Claims made after the expiration of this period will be barred, regardless of the circumstances.

Limitation period clause with provision for claims based on breach of warranty

This clause limits claims based on warranties.

Any claim related to a breach of warranty or representation under this Agreement must be initiated within [X] years from the date of the alleged breach. No action can be taken after the expiration of this limitation period.

This version excludes fraud from the limitation period.

Notwithstanding any other provision of this Agreement, any claims arising from fraud, willful misrepresentation, or concealment of facts must be initiated within [X] years of the date the fraud or misrepresentation was discovered or could have been reasonably discovered.

Limitation period clause with provision for enforcing post-termination claims

This clause applies to post-termination claims.

Any claims arising after the termination of this Agreement must be brought within [X] years from the termination date. This limitation period applies to any claims, including those related to post-termination obligations.

This version focuses on intellectual property claims.

Any claims arising from a breach of intellectual property rights under this Agreement, including unauthorized use or infringement of intellectual property, must be brought within [X] years from the date the infringement occurred.

Limitation period clause with provision for claims in cases of force majeure

This clause includes provisions for force majeure.

In the event of a force majeure situation preventing the initiation of a claim, the limitation period shall be extended by the duration of the force majeure event. The extended period will not exceed [X] months.

Limitation period clause with provision for claims arising from negligence

This version focuses on negligence claims.

Any claims arising from negligence under this Agreement must be filed within [X] years from the date the alleged negligence occurred. Claims filed after the expiration of this period will be dismissed.

Limitation period clause with provision for exclusion of indirect or consequential damages

This version excludes certain types of damages.

The Parties agree that no claim for indirect, incidental, or consequential damages shall be brought under this Agreement after the expiration of [X] years from the date the cause of action arose. The limitation applies to all claims arising under this Agreement.

Limitation period clause with provision for no claims after contract expiration

This clause limits claims after contract expiration.

Except for any post-termination obligations, no claim or action arising out of this Agreement may be brought after [X] years following the expiration of the Agreement. This period applies even if the cause of action is discovered after the expiration.

Limitation period clause with provision for claims involving multiple parties

This version applies to claims involving third parties.

Any claims brought under this Agreement involving third parties must be initiated within [X] years of the discovery of the cause of action. This limitation period applies to both direct and third-party claims related to this Agreement.

Limitation period clause with provision for claims based on breach of confidentiality

This version applies to confidentiality breaches.

Any claims arising from a breach of confidentiality under this Agreement must be initiated within [X] years from the date the breach was discovered. Claims filed after this period will not be entertained.

This clause applies to performance issues.

Any claim arising from the performance or non-performance of this Agreement must be filed within [X] years from the date performance was due or the non-performance occurred.

This version applies to data protection violations.

Any claims related to violations of data protection, privacy regulations, or misuse of personal data must be brought within [X] years of the date of the violation or discovery of the violation.

Limitation period clause with provision for claim extensions based on contractual disputes

This clause allows for extensions in contractual disputes.

If the Parties are engaged in a dispute resolution process, the limitation period for any claims under this Agreement shall be suspended during the resolution process and for [X] months thereafter, but no longer.

Limitation period clause with provision for claims arising from breach of terms

This version addresses breach of terms.

Any claim arising from a breach of any term or condition of this Agreement must be initiated within [X] years from the date of breach. Claims not filed within this period are barred.

Limitation period clause with provision for no claims after amendment

This clause limits claims after amendment.

No claims or actions arising from amendments to this Agreement can be initiated after [X] years from the date of the amendment, regardless of the circumstances.

This version applies to indemnification claims.

Any claim for indemnification under this Agreement must be initiated within [X] years from the date of the occurrence giving rise to the indemnification obligation.

Limitation period clause with provision for ongoing obligations

This version includes ongoing obligations.

The limitation period for claims related to ongoing obligations under this Agreement, including maintenance of confidentiality or intellectual property rights, shall be extended for [X] years after the termination of the Agreement.

Limitation period clause with provision for disputes subject to arbitration

This clause ties limitation to arbitration.

Any claim or dispute that is subject to arbitration under this Agreement must be initiated within [X] years from the date the claim arose. Claims not initiated within this period will be barred from arbitration.

Limitation period clause with provision for continuous violations

This version includes continuous violations.

Any claim arising from a continuous violation of the terms of this Agreement must be initiated within [X] years from the date the violation first occurred. The limitation period shall restart with each new violation, but no claim can be brought after [X] years from the last occurrence.

Limitation period clause with provision for actions involving warranties

This clause applies to warranty-related claims.

Any action arising from a breach of warranty under this Agreement must be brought within [X] years from the date the breach of warranty was discovered or could have been reasonably discovered. Claims made after this period will be barred.

Limitation period clause with provision for damages resulting from negligence

This version addresses negligence-related claims.

Any claim for damages arising from negligence, whether in performance or failure to perform, must be filed within [X] years of the date of the alleged negligent act or omission.

Limitation period clause with provision for statutory claims

This clause addresses statutory claims.

Any claims based on statutory violations must be brought within the period prescribed by law, but in no event shall such claims be brought more than [X] years after the date the claim arises.

Limitation period clause with provision for extension of period in case of fraud

This version extends the period in case of fraud.

Notwithstanding the limitation period specified in this Agreement, any claim arising from fraud, fraudulent concealment, or intentional misrepresentation may be brought within [X] years from the date the fraud was discovered or could have been discovered.

Limitation period clause with provision for claims in case of force majeure

This version includes force majeure provisions.

In the event that force majeure delays the ability to bring a claim under this Agreement, the limitation period shall be extended by the duration of the force majeure event. The total limitation period shall not exceed [X] years.

Limitation period clause with provision for no claim after the expiration of the agreement

This clause limits claims after the expiration of the agreement.

No claim may be brought under this Agreement after the expiration of [X] years from the date of expiration, regardless of the date the cause of action arose, unless explicitly extended by the Parties in writing.

Limitation period clause with provision for claims in cases of breach of compliance obligations

This version applies to compliance-related claims.

Any claim arising from a breach of compliance obligations under this Agreement, including regulatory or legal requirements, must be initiated within [X] years from the date the breach was discovered or reasonably could have been discovered.

Limitation period clause with provision for arbitration

This clause includes provisions for arbitration.

Any dispute or claim arising from this Agreement shall be subject to arbitration and must be initiated within [X] years of the date the cause of action arises. After the expiration of the limitation period, the claim will be dismissed.

Limitation period clause with provision for enforcement of arbitration awards

This version addresses enforcement of arbitration awards.

Any action to enforce an arbitration award under this Agreement must be initiated within [X] years from the date the award is made, after which the ability to enforce the award will be extinguished.

Limitation period clause with provision for intellectual property claims

This version applies to intellectual property claims.

Any claim arising from the infringement or unauthorized use of intellectual property must be brought within [X] years of the date the claim is discovered. Claims made after this period shall be barred.

Limitation period clause with provision for claims involving breach of confidentiality agreements

This clause applies to confidentiality breaches.

Any claim arising from a breach of confidentiality or non-disclosure obligations under this Agreement must be initiated within [X] years from the date the breach occurred or was discovered.

Limitation period clause with provision for claims based on consumer protection laws

This version focuses on consumer protection laws.

Claims arising under applicable consumer protection laws must be initiated within [X] years of the date the cause of action arose. Claims filed after this period will be time-barred, except where applicable law provides for a longer limitation period.

Limitation period clause with provision for extension in cases of continuing default

This version extends the period for continuing defaults.

If the breach or default continues after the initial occurrence, the limitation period shall restart with each new breach or default, but in no case shall any claim be brought more than [X] years after the last default occurred.

Limitation period clause with provision for claims arising from breach of data security

This clause applies to data security breaches.

Any claim arising from a breach of data security or mishandling of personal data under this Agreement must be filed within [X] years from the date the breach is discovered or reasonably could have been discovered.

Limitation period clause with provision for post-termination claims

This version addresses post-termination claims.

Any claims arising after the termination of this Agreement must be brought within [X] years from the date of termination, unless the claim arises from obligations that survive termination, which will be governed by the specific provisions of the Agreement.

Limitation period clause with provision for contractual modifications

This clause limits claims related to modifications.

No claim arising from any modification or amendment to this Agreement may be brought after [X] years from the date the modification is made, unless the claim concerns actions taken after the modification.

Limitation period clause with provision for limitation period waiver

This version allows for a waiver of the limitation period.

The Parties may mutually agree to waive or extend the limitation period for claims arising under this Agreement, provided such waiver is in writing and executed by both Parties before the expiration of the applicable period.

Limitation period clause with provision for claims involving breach of contract terms

This clause limits contract-based claims.

Any claim arising from a breach of any provision of this Agreement must be brought within [X] years from the date the breach occurs or is discovered. The limitation period shall apply to all claims, except those specifically exempted by law.

This version allows for an extension in case of legal action.

The limitation period for initiating any legal action under this Agreement shall be extended for the duration of any legal proceedings or arbitration that prevent the filing of a claim. The limitation period will resume once the legal action concludes.

Limitation period clause with provision for shorter period in case of certain disputes

This clause applies to specific disputes with a shorter limitation period.

Any dispute regarding intellectual property rights or breach of confidentiality under this Agreement must be initiated within [X] months from the date the issue arises, as a shorter limitation period applies to these claims.

Limitation period clause with provision for no action after the limitation period

This version clarifies the consequences of exceeding the limitation period.

No claim shall be made or action initiated under this Agreement after the expiration of the limitation period of [X] years from the date the cause of action arose. Any claims not filed within this period shall be barred, and no further action will be allowed.

Limitation period clause with provision for claims based on breach of specific obligations

This clause limits claims related to specific obligations.

Any claims arising from the breach of the obligations outlined in Section [X] of this Agreement must be filed within [X] years from the date of the breach. Claims related to other obligations under the Agreement are subject to the general limitation period.

Limitation period clause with provision for extension in cases of continuing breach

This version provides an extension for continuing breaches.

If a breach of this Agreement continues over time, the limitation period for filing a claim will restart each time the breach continues or recurs. However, no claim can be filed more than [X] years from the last occurrence of the breach.

Limitation period clause with provision for no claims based on past violations

This clause excludes past violations from being actionable.

No claim may be made based on any violation of this Agreement that occurred more than [X] years before the initiation of any legal action. The limitation period begins to run from the date the violation occurred.

Limitation period clause with provision for no limitation on specific claims

This version includes exceptions for specific claims.

Notwithstanding the limitation period outlined in this Agreement, no limitation period shall apply to claims arising from fraud, intentional misconduct, or misrepresentation, which may be brought at any time under applicable law.

Limitation period clause with provision for tolling the limitation period

This clause allows for tolling (suspension) of the limitation period.

The limitation period for bringing any claim under this Agreement shall be tolled during any period when the claimant is unable to bring the claim due to circumstances beyond their control, including force majeure events, legal restrictions, or other circumstances affecting their ability to pursue the claim.

Limitation period clause with provision for delayed commencement of limitation period

This version delays the commencement of the limitation period.

The limitation period for filing any claim under this Agreement will not begin until the claimant discovers, or reasonably should have discovered, the facts giving rise to the claim. In no event, however, shall the claim be brought later than [X] years from the date of the alleged violation.

Limitation period clause with provision for suspension during settlement negotiations

This clause suspends the limitation period during settlement negotiations.

The limitation period for bringing any claims under this Agreement shall be suspended during the time that the Parties are actively engaged in settlement negotiations. The limitation period will resume if the negotiations fail, but no claims may be filed after [X] years.

Limitation period clause with provision for claims involving fraud or misrepresentation

This version addresses fraud and misrepresentation.

Any claims arising from fraud, misrepresentation, or intentional concealment of facts shall be brought within [X] years from the date the fraud or misrepresentation was discovered or reasonably could have been discovered, regardless of the general limitation period.

Limitation period clause with provision for enforcement of court judgment

This version relates to enforcing a court judgment.

Any action to enforce a court judgment arising from this Agreement must be initiated within [X] years from the date the judgment is rendered. After this period, enforcement of the judgment will be barred.

This clause limits claims related to product defects.

Any claims arising from product defects, faulty design, or non-compliance with specifications under this Agreement must be initiated within [X] years from the date the defect is discovered or reasonably could have been discovered.

This version applies to specific contractual terms.

Any claims arising from the breach of specific terms or conditions outlined in Section [X] of this Agreement must be initiated within [X] years from the date the breach occurs. Claims related to other contractual terms are subject to the general limitation period.

Limitation period clause with provision for discovery of hidden violations

This clause allows for claims based on hidden violations.

If the cause of action is based on a hidden violation or concealment of facts, the limitation period will begin upon discovery or the date when the violation should reasonably have been discovered. Claims must be filed within [X] years from this date.

Limitation period clause with provision for no action after contract termination

This version prevents claims after contract termination.

No claim may be brought after the termination of this Agreement if the cause of action arose after the termination date, and the claim must be filed within [X] years from the termination date.

Limitation period clause with provision for claims subject to statutory periods

This version allows statutory periods to override.

The limitation period for claims arising under this Agreement shall be governed by applicable statutory laws. If the law provides a longer or shorter limitation period than specified in this Agreement, the statutory period will apply.

Limitation period clause with provision for tolling in cases of incapacity

This version allows tolling in cases of incapacity.

If the claimant is incapacitated or otherwise legally unable to bring a claim under this Agreement, the limitation period will be tolled for the duration of their incapacity. The claimant must file within [X] years from the date their capacity is restored.

This clause applies to confidential information claims.

Any claims arising from the misuse or unauthorized disclosure of confidential information must be initiated within [X] years of the discovery of the breach. Claims not filed within this period will be barred.

Limitation period clause with provision for claims arising from regulatory violations

This version relates to regulatory violations.

Any claims arising from violations of regulations, laws, or ordinances applicable to this Agreement must be filed within [X] years from the date of the regulatory violation or the date when the claimant reasonably could have discovered the violation.

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.

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