Tech Attorney Cohort

Part #3 and Final part of a 3-Part saas Training Series

Drafting Tips for Limitation of Liability Clauses

Limitation of Liability Series: Structure Before Amount
Star with Part 1: Two Words that Multiply Exposure: Aggregate vs. Per-Claim Caps:
>> Click Here to Watch
Then Watch Part 2: Different Ways a Liability CapCan Operate:
‍>> Click Here to Watch

Video Highlights

Draft the liability cap clearly
Be clear on scope and calculation timing
Avoid conflicting and ambiguous reset language

Video Recap: Use practical lessons and wording from two recent court cases to draft a liability cap whose structure and intention is clear and unmistakable.

Once chosen, the liability structure should clearly distinguish one aggregate cap from multiple resetting caps, without leaving courts to reconstruct the parties’ intent.

‍Drax v Wipro and TCS v DBS show that phrases like “Total liability,” “total aggregate liability,” and “any and all claims” suggest one cap; per-claim or per-event wording suggests multiple caps.

Wording matters!

Want to Go Deeper and Continue the Learning...

You have now seen how a small redline can change exposure, how different cap structures allocate risk, and how to draft the intended result clearly.

The Practical SaaS Contract MasterClass takes that analysis further by working through the customer and vendor positions, the redlines that change risk, and the arguments and strategies that can resolve negotiation deadlocks.