Can indemnification obligations be limited by a liability cap?

Usually, indemnities are carved out from limitation of liability caps because they involve third-party claims and potentially large exposures. However, parties can agree to limit indemnities subject to negotiation.

What is the difference between direct, indirect, and consequential damages?

Direct damages arise naturally from a breach, while indirect or consequential damages include losses caused indirectly, like lost profits. Contracts commonly limit recoveries to direct damages only.

Are indemnification and hold harmless clauses the same?

They are related but not identical. Indemnification requires compensation for losses, while hold harmless typically means protecting a party from liability, which can involve defense obligations. Many contracts combine these concepts.

How do jurisdictional laws affect limitation of liability and indemnity clauses?

Jurisdictions vary widely. Some have consumer protection laws or statutes like the Unfair Contract Terms Act limiting enforceability. International contracts should consider local legal constraints carefully.

What industries require specific carve-outs in LoL or indemnity clauses?

Healthcare often excludes patient confidentiality or malpractice claims. Technology contracts carve out IP infringement indemnities. Manufacturing frequently excludes product liability and bodily injury.