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Limited Liability Agreement
"I need a Limited Liability Agreement for my software development company based in Cape Town, with a liability cap of R5 million, to be used with enterprise clients and including specific provisions for intellectual property protection and data security compliance under POPIA."
1. Parties: Identification and details of all contracting parties, including registration numbers for companies
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Defined terms and rules for interpreting the agreement
4. Scope of Limited Liability: Clear definition of the extent and nature of liability limitations
5. Duration and Termination: Term of the agreement and circumstances for termination
6. Obligations of the Parties: Detailed responsibilities and duties of each party
7. Liability Caps and Exclusions: Specific monetary limits and types of liability excluded
8. Indemnification: Mutual or unilateral indemnities and their scope
9. Insurance Requirements: Mandatory insurance coverage and minimum limits
10. Dispute Resolution: Procedures for handling disputes and jurisdiction
11. Governing Law: Confirmation of South African law as governing law
12. General Provisions: Standard clauses including notices, amendments, and severability
1. Intellectual Property Rights: Include when IP assets are involved in the business relationship
2. Confidentiality: Add when sensitive information will be shared between parties
3. Force Majeure: Include when specific events should excuse performance
4. Assignment and Subcontracting: Add when transfer of rights or obligations might be relevant
5. Compliance with Laws: Include when specific regulatory compliance needs emphasis
6. Data Protection: Add when personal information processing is involved (POPIA compliance)
7. Step-In Rights: Include for critical service agreements where continuity is essential
8. Change Control: Add when the scope of services or liability might need adjustment over time
1. Schedule 1: Liability Caps Table: Detailed breakdown of liability limits for different types of claims
2. Schedule 2: Insurance Requirements: Specific insurance types, coverage amounts, and conditions
3. Schedule 3: Service Levels: Performance metrics and associated liability implications
4. Schedule 4: Excluded Losses: Detailed list of losses and damages explicitly excluded from liability
5. Schedule 5: Contact Details: Key contact information for notices and escalations
6. Appendix A: Risk Assessment: Analysis of potential risks and corresponding liability allocation
7. Appendix B: Compliance Checklist: Required compliance measures and responsibilities
8. Appendix C: Incident Reporting Procedure: Process for reporting and handling liability-triggering incidents
Authors
Manufacturing
Professional Services
Technology and Software
Construction
Healthcare
Financial Services
Transportation and Logistics
Energy and Utilities
Mining and Resources
Retail and Consumer Goods
Telecommunications
Insurance
Legal
Risk Management
Compliance
Finance
Operations
Commercial
Procurement
Business Development
Project Management
Insurance
Corporate Governance
Executive Leadership
Legal Counsel
Risk Manager
Compliance Officer
Chief Financial Officer
Commercial Director
Operations Manager
Contract Manager
Chief Executive Officer
Business Development Manager
Project Manager
Insurance Manager
General Counsel
Company Secretary
Chief Risk Officer
Procurement Manager
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