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Limitation of Liability Carveouts: Confidentiality, Data Security Breaches, IP, and Indemnification

A live 90-minute CLE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, July 16, 2024

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 21, 2024

or call 1-800-926-7926

This CLE course will examine limitation of liability provisions and how to properly exclude certain types of damages from such disclaimers and/or caps. The panel will discuss typical carveouts on standard disclaimers and caps on liability. The panel will discuss best practices to limit liability for incidental, punitive, indirect, special, exemplary, extraordinary, or consequential damages or lost profits, as well as caps of liability.


Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. But these provisions may also contain broad disclaimers and exceptions.

Some exclusions are commonly accepted (as negotiated by the parties) since if certain damages were not excluded or "carved out" of standard disclaimers of and caps on liability, certain breaches of the contract would have either no remedy or a substantially inadequate remedy.

Issues can arise out of "bad conduct" carve-outs in indemnification and other limitation of liability provisions that when not properly drafted can defeat the intended purpose of limited liability provisions. Common practices for limitation of liability provisions also may vary based on the type of contract. For example, contracts for of sales of business may have carveouts to liability limitations that are not commonly found in supply or services contracts.

Listen as our expert panel discusses the types of carve-outs that are typical in limited liability provisions, when such carve-outs should be employed, and what risks can (and cannot) be mitigated.



  1. Limitation of liability
    1. Carve-outs
      1. Confidential information
      2. Breach of data security obligations
      3. Intellectual property
      4. Indemnification
      5. Restrictive covenants
      6. Payment obligations
    2. Bad conduct
      1. Willful misconduct
      2. Gross negligence
      3. Violation of law
    3. Variations in M&A agreements
      1. Diminution in value
      2. Damages based on a multiple
      3. Fraud
      4. Materiality scrapes
  2. Best practices
    1. Commercial agreements
    2. M&A agreements
    3. Damages awarded in third-party claims
    4. "Special damage" caps


The panel will discuss these and other key issues:

  • How can parties quantify and exercise control over potential liabilities that have been excluded from a limitation of liability provision?
  • What are "bad conduct" carve-outs in indemnification and limitation of liability?
  • What are the risks of carve-out language being over-expansive and defeating liability protection?


Allen, Joseph
Joseph B. Allen

Willcox & Savage

Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private...  |  Read More

Additional faculty
to be announced.
Attend on July 16

Early Discount (through 06/21/24)

Cannot Attend July 16?

Early Discount (through 06/21/24)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video