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Limited Liability Agreement
"I need a Limited Liability Agreement for my software development company based in Dublin, providing cloud services to financial institutions, with a liability cap of €5 million and specific provisions for data protection and cybersecurity risks, to be effective from March 2025."
1. Parties: Identifies and defines all parties to the agreement, including their registered addresses and company details
2. Background: Sets out the context and purpose of the agreement, including the business relationship between the parties
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes rules of interpretation
4. Scope of Agreement: Defines the specific activities, services, or relationship covered by the liability limitations
5. Limitation of Liability: Core section detailing the specific limitations of liability, including caps, exclusions, and carve-outs
6. Indemnification: Sets out mutual or unilateral indemnification obligations and their scope
7. Insurance Requirements: Specifies required insurance coverage and minimum limits
8. Duration and Termination: Establishes the term of the agreement and circumstances for termination
9. Governing Law and Jurisdiction: Specifies Irish law as governing law and establishes jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Confidentiality: Required when parties will exchange confidential information during their business relationship
2. Data Protection: Necessary when personal data will be processed under the agreement
3. Force Majeure: Included when parties want to address liability during extraordinary events beyond their control
4. Intellectual Property: Required when IP rights are relevant to the business relationship
5. Assignment and Subcontracting: Include when parties need flexibility to transfer rights or delegate obligations
6. Dispute Resolution: Optional alternative dispute resolution procedures before court litigation
7. Regulatory Compliance: Required for regulated industries or activities
8. Notice Provisions: Detailed notice requirements for formal communications between parties
1. Schedule 1 - Services Description: Detailed description of services or activities covered by the liability limitation
2. Schedule 2 - Liability Caps: Specific financial caps and limitations for different types of liability
3. Schedule 3 - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum limits
4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship if applicable
5. Appendix A - Notice Details: Contact information and procedures for formal notices
6. Appendix B - Parent Company Guarantee: If applicable, guarantee from parent company regarding liability obligations
7. Appendix C - Service Levels: Performance standards and related liability provisions if applicable
8. Appendix D - Compliance Requirements: Specific regulatory or compliance requirements affecting liability
Authors
Information Technology
Professional Services
Manufacturing
Construction
Healthcare
Financial Services
Transportation and Logistics
Retail
Energy
Telecommunications
Consulting
Software Development
Engineering
Real Estate
Legal
Risk Management
Compliance
Commercial
Operations
Finance
Procurement
Business Development
Contract Management
Corporate Governance
Legal Counsel
Risk Manager
Compliance Officer
Contract Manager
Chief Legal Officer
Business Development Manager
Commercial Director
Operations Manager
Project Manager
Chief Financial Officer
Procurement Manager
General Counsel
Company Secretary
Chief Risk Officer
Chief Operating Officer
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