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Liability Agreement
"I need a Liability Agreement for my software development company that will be providing cloud services to financial institutions in Malaysia, with specific focus on data protection and cybersecurity liability caps."
1. Parties: Identification and details of all parties to the agreement
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, products, or services covered by the liability provisions
5. Liability Provisions: Detailed description of the liability obligations, including who is liable for what
6. Limitation of Liability: Specific caps, exclusions, and limitations on liability
7. Indemnification: Terms regarding mutual or one-way indemnification obligations
8. Insurance Requirements: Mandatory insurance coverage requirements for the parties
9. Duration and Termination: Term of the agreement and circumstances for termination
10. Dispute Resolution: Procedures for handling disputes, including jurisdiction and governing law
11. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
12. Execution: Signature blocks and execution requirements
1. Force Majeure: Provisions for unforeseeable circumstances preventing performance, used when parties want specific protection against external events
2. Confidentiality: Provisions for protecting sensitive information, included when confidential information will be shared
3. Compliance with Laws: Specific regulatory compliance obligations, included for heavily regulated industries
4. Intellectual Property: IP rights and protections, included when IP assets are involved in the relationship
5. Security Requirements: Specific security measures and protocols, included for agreements involving sensitive data or assets
6. Performance Standards: Specific performance metrics and standards, included when liability is tied to performance levels
7. Reporting Requirements: Obligations for regular reporting and documentation, included when ongoing monitoring is needed
1. Schedule A - Liability Caps: Detailed breakdown of liability limitations and caps for different types of claims or incidents
2. Schedule B - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum amounts
3. Schedule C - Performance Metrics: Specific performance standards and metrics that may trigger liability
4. Schedule D - Incident Reporting Procedures: Detailed procedures for reporting and handling incidents that may lead to liability
5. Appendix 1 - Contact Information: List of key contacts and their roles for liability-related communications
6. Appendix 2 - Claim Forms: Standard forms and procedures for making liability claims
7. Appendix 3 - Risk Assessment: Detailed risk assessment and allocation between parties
Authors
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Damages
Direct Loss
Effective Date
Force Majeure Event
Governing Law
Indemnified Party
Indemnifying Party
Indirect Loss
Insurance Coverage
Liability
Liability Cap
Loss
Material Breach
Negligence
Notice
Party
Parties
Related Entity
Representatives
Services
Term
Territory
Third Party
Wilful Misconduct
Definitions
Scope of Liability
Limitation of Liability
Indemnification
Insurance Requirements
Risk Allocation
Force Majeure
Representations and Warranties
Dispute Resolution
Governing Law
Notice Requirements
Term and Termination
Confidentiality
Compliance with Laws
Assignment
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs and Expenses
Counterparts
Authority
Time of Essence
Further Assurance
Manufacturing
Construction
Professional Services
Healthcare
Technology
Transportation
Real Estate
Energy
Financial Services
Retail
Logistics
Education
Hospitality
Legal
Risk Management
Compliance
Operations
Finance
Procurement
Commercial
Business Development
Contract Administration
Corporate Affairs
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Chief Legal Officer
Business Development Manager
Operations Director
Project Manager
Chief Financial Officer
Commercial Director
Procurement Manager
General Counsel
Chief Risk Officer
Legal Operations Manager
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