Interested in training for your team? Click here to learn more

Limitation of Liability Clauses in Business Contracts: Limiting Potential Damages and Avoiding Pitfalls

Recording of a 90-minute CLE video webinar with 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.

Conducted on Tuesday, April 16, 2024

Recorded event now available

or call 1-800-926-7926

This CLE webinar will guide business counsel in drafting and negotiating appropriate limitation of liability (LOL) clauses in business contracts. The panel will discuss critical considerations when crafting these provisions, enforceability challenges, the interplay of LOL clauses with indemnification provisions, and the use of conditions that must be met for the limitation to be enforceable.


The LOL clause can operate to limit a company's direct, indirect, consequential, special, and incidental damages in the event of a claim arising out of the company's contractual relationship. LOL provisions may cap damages at either an amount agreed upon by the parties, the contract amount, or the parties' insurance coverage limits. The clauses may also expressly exclude certain types of damages.

Courts routinely scrutinize LOL provisions to ensure that they are not ambiguous, unconscionable, unfairly negotiated, or in violation of a state statute or public policy. LOL clauses that were not explicitly drafted or fairly negotiated may be held unenforceable. Likewise, enforcing LOL clauses when the performing party does not maintain its insurance or meet other conditions can result in unintended (and harsh) results.

Listen as our authoritative panel explains best practices for drafting and negotiating LOL provisions in business agreements. The panel will provide strategies for avoiding common negotiation pitfalls, anticipating and overcoming enforcement hurdles, and reconciling LOL provisions with indemnification clauses.



  1. Drafting considerations and best practices for LOL clauses
  2. Enforceability challenges with LOL clauses
  3. The interplay of LOL clauses with indemnification provisions
  4. Tying enforcement of LOLs to key performance conditions


The panel will review these and other high priority issues:

  • What should business counsel consider when drafting and negotiating LOL provisions in contracts?
  • What are the enforceability challenges for parties seeking to invoke an LOL clause?
  • What is the interplay between LOL clauses and indemnification provisions in business agreements?


Davis, Zachary
Zachary S. Davis

Stoel Rives

Mr. Davis is an experienced construction and design attorney who advises clients in a broad spectrum of legal matters,...  |  Read More

Johnson, David
David Fowler Johnson

Managing Shareholder/Fort Worth Office

Mr. Johnson is widely recognized as one of the go-to fiduciary litigators in Texas. His practice focuses on trust,...  |  Read More

Access Anytime, Anywhere

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