M8R-y9bgtd
Junior Member
I'm reviewing a agreement involving me, and two other parties, all in California. The other two parties are extending an option to an exclusive license of intellectual property.
The contract has a limitation of liability section which seems to completely remove my ability to defend the intellectual property.
Is this really a standard clause?
I'm particularly nervous because this section also appears to have been drafted by hand as it contains a misspelling.
I've removed the names of the three groups to avoid embarrassment, and included this below.
Thank you for your help!
" TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL [group1] OR [group2] BE LIABLE TO [my group] FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, LOST GOODWILL, LOST PROFITS, LOST BUSINESS AND/OR ANY INDIRECT ECONOMIC DAMAGES WHATSOEVER REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY OR OTHER LEGAL THEORY), A BREACH OF ANY WARRANTY OR TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER [group1] WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF INCURRING SUCH DAMAGES IN ADVANCE. "
The contract has a limitation of liability section which seems to completely remove my ability to defend the intellectual property.
Is this really a standard clause?
I'm particularly nervous because this section also appears to have been drafted by hand as it contains a misspelling.
I've removed the names of the three groups to avoid embarrassment, and included this below.
Thank you for your help!
" TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL [group1] OR [group2] BE LIABLE TO [my group] FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, LOST GOODWILL, LOST PROFITS, LOST BUSINESS AND/OR ANY INDIRECT ECONOMIC DAMAGES WHATSOEVER REGARDLESS OF WHETHER SUCH DAMAGES ARISE FROM CLAIMS BASED UPON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY OR OTHER LEGAL THEORY), A BREACH OF ANY WARRANTY OR TERM OF THIS AGREEMENT, AND REGARDLESS OF WHETHER [group1] WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF INCURRING SUCH DAMAGES IN ADVANCE. "