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Limited Liability Agreement
"I need a Limited Liability Agreement for my IT consulting firm in Sydney, with a liability cap of AUD 5 million, to be used with enterprise clients for software development services starting January 2025."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Explains the context and purpose of the agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Scope of Agreement: Outlines the specific activities, services, or relationships covered by the liability limitations
5. Limitation of Liability: Details the specific limitations on liability, including monetary caps and types of losses excluded
6. Exceptions to Limitation: Specifies circumstances where liability limitations do not apply (e.g., gross negligence, willful misconduct)
7. Indemnification: Sets out mutual or unilateral indemnification obligations between the parties
8. Insurance Requirements: Specifies required insurance coverage and minimum policy amounts
9. Term and Termination: Defines the duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for dispute resolution
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Confidentiality: Include when parties will exchange sensitive information during their relationship
2. Intellectual Property: Include when the relationship involves creation, licensing, or use of intellectual property
3. Force Majeure: Include when parties want to address liability during extraordinary circumstances beyond their control
4. Dispute Resolution: Include when parties want specific alternative dispute resolution procedures
5. Assignment: Include when transfer of rights under the agreement needs specific regulation
6. Data Protection: Include when personal data processing is involved in the relationship
7. Compliance with Laws: Include when specific regulatory compliance obligations need to be addressed
1. Schedule 1 - Services Description: Detailed description of services or activities covered by the liability limitation
2. Schedule 2 - Liability Caps: Specific monetary limits for different types of liability or activities
3. Schedule 3 - Insurance Requirements: Detailed insurance specifications including types, amounts, and special conditions
4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship if applicable
5. Appendix A - Risk Assessment: Documentation of identified risks and corresponding liability limitations
6. Appendix B - Incident Reporting Procedures: Procedures for reporting and handling incidents that may trigger liability
Authors
Professional Services
Information Technology
Construction
Manufacturing
Healthcare
Financial Services
Engineering
Consulting
Transportation
Energy and Resources
Education
Real Estate
Legal
Risk Management
Compliance
Operations
Commercial
Procurement
Finance
Business Development
Executive Leadership
Project Management
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Business Development Manager
Operations Director
Project Manager
Chief Financial Officer
Commercial Director
General Manager
Chief Executive Officer
Procurement Manager
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