A Disclaimer of Damages clause limits or eliminates a party's liability for certain types of losses, such as consequential, incidental, or punitive damages, that may arise from a breach of contract or other incidents. This clause is designed to reduce potential financial exposure and can significantly impact the scope of recoverable damages in a legal dispute.
7.2 Disclaimer of Damages. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF REVENUES, LOSS OF PROFITS OR DIMINUTION OF VALUE OR ANY DAMAGES BASED ON ANY TYPE OF MULTIPLE, WHETHER ARISING UNDER ANY LEGAL OR EQUITABLE THEORY OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER OR NOT ANY PARTY TO THIS AGREEMENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The exclusions on damages set forth in this Section 7.2 shall not apply to Losses based on (i) gross negligence or willful misconduct and/or (ii) a breach of a party’s obligations set forth in Section 6.
14. Disclaimer of Damages - In no event shall B&W be liable to Consultant for special, indirect, incidental, punitive, or consequential damages whether arising from tort (including strict liability), breach of contract or other theory of law or equity.
10.2.Disclaimer of Damages. IN NO EVENT WILL INSTITUTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES ARISING HEREUNDER, EVEN IF INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
Section 9.14Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9.14 Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9.14 Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. DISCLAIMER OF DAMAGES LIQUIDMETAL SHALL NOT BE LIABLE TO YIHAO FOR ANY LOST PROFITS, LOST REVENUES, OR ANY OTHER INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF THIS AGREEMENT OR ANY ORDER, OR OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR ANY ORDER, EVEN IF LIQUIDMETAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9.14 Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 9.14 Disclaimer of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20.6 DISCLAIMER OF DAMAGES. EXCEPT FOR LOSSES, DAMAGES, OR LIABILITIES: (A) ARISING UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 10; (B) TO THE EXTENT ARISING OUT OF ANY BREACH OF A PARTY’S OBLIGATIONS UNDER THE NDAS (AS DEFINED IN THE ATSA); OR (C) CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL, FRAUDULENT OR CRIMINAL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, REGARDLESS AS TO THE CAUSE OF ACTION AND HOWEVER ALLEGED OR ARISING.
20.6 DISCLAIMER OF DAMAGES. EXCEPT FOR LOSSES, DAMAGES, OR LIABILITIES: (A) ARISING UNDER A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 10; (B) TO THE EXTENT ARISING OUT OF ANY BREACH OF A PARTY’S OBLIGATIONS UNDER THE NDAS (AS DEFINED IN THE ATSA); OR (C) CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL, FRAUDULENT OR CRIMINAL MISCONDUCT, UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, REGARDLESS AS TO THE CAUSE OF ACTION AND HOWEVER ALLEGED OR ARISING.
A Disclaimer of Damages is a clause commonly included in contracts and agreements, which states that one party will not be held liable for certain types of damages suffered by the other party. These damages often include indirect, consequential, incidental, punitive, and special damages. The purpose of this clause is to limit potential liability and financial exposure.
You should consider using a Disclaimer of Damages in situations where you want to mitigate the risk of extensive and uncertain liability. Typical scenarios include:
When drafting a Disclaimer of Damages, it is crucial to be clear, specific, and unambiguous. Here is an example template:
Disclaimer of Damages
To the fullest extent permitted by applicable law, in no event shall [Party A] be liable to [Party B] for any indirect, special, incidental, consequential, or punitive damages, including but not limited to, loss of profits, revenue, goodwill, or data arising out of or relating to this Agreement or the transactions contemplated hereby, whether such claim is based in contract, tort (including negligence), or otherwise, even if [Party A] has been advised of the possibility of such damages.
Customize this template to suit the specific needs and context of your agreement.
A Disclaimer of Damages is commonly found in the following contracts:
In each of these contracts, the clause helps to allocate risk and protect parties from potentially devastating financial liabilities due to indirect consequences.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The due diligence period in a contract is a designated timeframe during which the buyer is allowed to thoroughly inspect and evaluate the property or assets involved in the transaction. This period aims to ensure the buyer can identify any potential issues and make informed decisions before finalizing the agreement.
An EBITDA bonus clause outlines additional compensation for employees based on the company's Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) performance. It serves to incentivize employees to enhance the company's profitability and operational efficiency, directly tying their bonus to financial success.
An exculpatory clause is a contract provision that relieves one party from liability for harm or damages caused during the execution of the contract, often found in agreements where one party is at risk for potential loss or damage. These clauses aim to limit or altogether exclude the legal responsibility of a party, though their enforceability varies based on jurisdiction and the specific circumstances surrounding the contract and the event.
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