Utilizing Limitation of Liability Clauses in Business Contracts

Limiting Potential Damages and Avoiding Pitfalls With Carefully Negotiated Provisions

Recording of a 90-minute CLE webinar with Q&A

Conducted on Tuesday, June 5, 2018

Recorded event now available

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Program Materials

This CLE webinar will guide business counsel to draft and negotiate appropriate limitation of liability (LOL) clauses in business contracts. The panel will discuss critical considerations when crafting the 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 breach of contract claim. LOL provisions cap damages at either an amount agreed upon by the parties, the contract amount, or the parties’ insurance coverage limits. The clauses may also specifically exclude certain types of damages.

Courts routinely scrutinize LOL provisions to ensure that they are not ambiguous, unconscionable, unfairly bargained for, 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 did 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 limitation of liability clauses
  2. Enforceability challenges with limitation of liability clauses
  3. Interplay of limitation of liability clauses with indemnification provisions
  4. Tying enforcement of limitations of liability to key performance conditions


The panel will review these and other high priority issues:

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


Bhargava, Monique
Monique N. Bhargava

Loeb & Loeb

Ms. Bhargava advises clients in a broad spectrum of industries with respect to advertising, consumer...  |  Read More

Grasberger, Eric
Eric A. Grasberger

Stoel Rives

Mr. Grasberger focuses his practice on development and construction law, including development risk analysis and risk...  |  Read More

Lee, Kenneth
Kenneth W. Lee

Post & Schell

Mr. Lee practices in the areas of commercial contracts and the litigation thereof, construction litigation,...  |  Read More

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