Limitation of Liability Carveouts: Confidentiality, Data Security Breaches, IP, and Indemnification
Recording of a 90-minute CLE video webinar with Q&A
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.
Outline
- Limitation of liability
- Carve-outs
- Confidential information
- Breach of data security obligations
- Intellectual property
- Indemnification
- Restrictive covenants
- Payment obligations
- Bad conduct
- Willful misconduct
- Gross negligence
- Violation of law
- Variations in M&A agreements
- Diminution in value
- Damages based on a multiple
- Fraud
- Materiality scrapes
- Carve-outs
- Best practices
- Commercial agreements
- M&A agreements
- Damages awarded in third-party claims
- "Special damage" caps
Benefits
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?
Faculty
Joseph B. Allen
Member
Willcox & Savage
Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private... | Read More
Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private placement transactions (both as issuer’s counsel and as counsel to venture capital firms, family offices, and angel investors), corporate and LLC governance and reorganizations, joint venture transactions, and complex commercial transactions in the areas of software licensing, industrial equipment sales, and significant supply, reseller, and distribution agreements.
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Ashley Kennedy
Attorney
Foley & Lardner
Ms. Kennedy is a Technology, Transactions, Cybersecurity & Privacy Practice Group member within the firm’s... | Read More
Ms. Kennedy is a Technology, Transactions, Cybersecurity & Privacy Practice Group member within the firm’s Intellectual Property Department. She provides counsel on structuring and negotiating technology agreements to create strategic and advantageous business relationships between companies. Ms. Kennedy has experience drafting and negotiating commercial agreements, including intellectual property licenses, software-as-a-service agreements, distribution agreements, master services agreements, non-disclosure agreements, and technology transfer agreements. She also has experience structuring and addressing the intellectual property components of mergers and acquisitions and other corporate transactions.
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Michael R. Overly
Partner
Foley & Lardner
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware... | Read More
Mr. Overly focuses his practice on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. He is the co-author of A Guide to IT Contracting: Checklists, Tools and Techniques (CRC Press, 2012).
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