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Limited Liability Agreement
"I need a Limited Liability Agreement for my software development company providing cloud services to a Swiss banking client, with a liability cap of 12 months' fees and specific carve-outs for data breaches, to be effective from March 1, 2025."
1. Parties: Identification of all contracting parties, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Clear delineation of activities and relationships covered by the liability limitations
5. Limitation of Liability: Specific provisions detailing the extent and nature of liability limitations, ensuring compliance with Swiss law
6. Exceptions to Limitation: Mandatory exceptions under Swiss law, including gross negligence and willful misconduct
7. Indemnification: Mutual or unilateral indemnification obligations
8. Insurance Requirements: Mandatory insurance coverage requirements for the parties
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Explicit reference to Swiss law and jurisdiction
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Confidentiality: Required when parties exchange sensitive information during their relationship
2. Force Majeure: Recommended when external events could impact performance obligations
3. Step-in Rights: Needed when one party may need to assume control of certain activities
4. Intellectual Property Rights: Required when IP is involved in the relationship
5. Data Protection: Necessary when personal data processing is involved
6. Anti-Corruption Compliance: Important for international business relationships
7. Assignment and Subcontracting: Required when transfer of rights or obligations might be necessary
8. Dispute Resolution: Alternative dispute resolution procedures if preferred over direct court jurisdiction
1. Schedule 1 - Scope of Services: Detailed description of services or activities covered by the liability limitation
2. Schedule 2 - Liability Caps: Specific monetary or other quantitative limitations on liability
3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including coverage types and amounts
4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship
5. Schedule 5 - Notice Information: Detailed contact information and procedures for notices
6. Appendix A - Defined Terms: Extended definitions if too lengthy for main agreement
7. Appendix B - Technical Requirements: Any technical specifications relevant to the liability limitation context
Authors
Affiliate
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Consequential Loss
Contract Year
Direct Damages
Effective Date
Force Majeure Event
Good Industry Practice
Gross Negligence
Indemnified Party
Indemnifying Party
Indirect Damages
Intellectual Property Rights
Liability Cap
Loss
Material Breach
Parties
Personnel
Products
Professional Standards
Project
Representatives
Services
Service Levels
Specifications
Subcontractor
Term
Territory
Third Party
Willful Misconduct
Working Hours
Work Product
Definitions
Interpretation
Scope of Agreement
Term and Duration
Limitation of Liability
Exclusions from Limitation
Indemnification
Insurance
Force Majeure
Warranties and Representations
Obligations and Responsibilities
Performance Standards
Confidentiality
Data Protection
Intellectual Property
Dispute Resolution
Governing Law and Jurisdiction
Assignment and Transfer
Subcontracting
Notices
Amendment and Variation
Waiver
Severability
Entire Agreement
Third Party Rights
Counterparts
Compliance with Laws
Anti-Corruption
Termination
Consequences of Termination
Survival
Good Faith
Technology
Manufacturing
Professional Services
Construction
Healthcare
Financial Services
Software Development
Logistics
Engineering
Consulting
Industrial Services
Real Estate
Energy
Legal
Risk Management
Compliance
Commercial
Procurement
Operations
Finance
Business Development
Executive Leadership
Legal Counsel
Contract Manager
Risk Manager
Commercial Director
Chief Legal Officer
Business Development Manager
Operations Director
Project Manager
Procurement Manager
Chief Financial Officer
Chief Executive Officer
Compliance Officer
General Counsel
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