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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