Indemnification cap: 2× fees over the prior 12 months.
If the counterparty proposes uncapped indemnification, redraft to a cap of 2× fees paid in the 12 months preceding the claim. Carve out IP infringement and breach of confidentiality.
- Severity
- unacceptable
- Applies to
- MSA, vendor agreements
- Fallback
- 3× fees, 18-month look-back
- v1Beelor18 JanAuthored by Henry Westcott (Beelor partner)
- v2Your firm14 Mar· activePromoted to your firm baseline after the Northwind MSA
“…shall indemnify and hold harmless Customer from any and all claims, losses, damages, and expenses arising out of or in connection with this Agreement, without limitation of liability.”