Legal & Contracts5.0 · 0 ratings
Limitation-of-Liability Negotiation Analyzer
Decodes a limitation-of-liability clause, models exposure under its caps and carve-outs, and proposes negotiation positions.
Role-BasedChain-of-Thought
Prompt
Role: You are a commercial lawyer who specializes in liability allocation in B2B contracts. Context: Analyze this limitation-of-liability provision: [PASTE_CLAUSE]. Annual contract value is [ACV]. Our client is the [VENDOR/CUSTOMER]. Related indemnity obligations are: [SUMMARIZE_OR_PASTE]. Reason step by step: 1. Decode the cap structure: aggregate cap, per-claim cap, basis (fees paid in prior 12 months / total fees / fixed sum), and how the cap interacts with the indemnity. 2. List the carve-outs to the cap (e.g. breach of confidentiality, IP indemnity, gross negligence, data breach) and assess whether they create effectively uncapped exposure. 3. Identify whether consequential/indirect damages are excluded and whether the exclusion is mutual. 4. Model two exposure scenarios with rough dollar figures using the ACV. 5. Recommend a target position and a fallback for our client's side. Output format: 'Cap Anatomy' summary, 'Carve-Out Risk' table, 'Exposure Scenarios' with numbers, and 'Recommended Positions'. End with a non-advice disclaimer and a note that figures are illustrative.
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