Key Takeaways:
- Limitation of liability clauses are really three or four clauses in one — a consequential-damages disclaimer, a standard cap, carve-outs, and possibly a super cap — and they only work if drafted to interact correctly.
- The real negotiation happens in the carve-outs: which claims (e.g., indemnity, confidentiality, data breach, IP infringement, fraud, gross negligence) get treated differently, and