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Limited Liability Agreement
"I need a Limited Liability Agreement for my IT consulting company based in Manila, providing cloud services to financial institutions, with a specific focus on cybersecurity risks and a liability cap of 12 months' fees."
1. Parties: Identifies and defines all parties to the agreement, including their legal status, registered addresses, and representatives
2. Background: Explains the context and purpose of the agreement, including the business relationship between the parties
3. Definitions: Defines key terms used throughout the agreement to ensure clear interpretation
4. Scope of Agreement: Outlines the specific activities, services, or relationship covered by the liability limitations
5. Limitation of Liability: Details the specific limitations on liability, including monetary caps and types of losses covered
6. Excluded Liabilities: Specifies which types of liabilities cannot be limited or excluded under Philippine law
7. Indemnification: Sets out mutual or unilateral indemnification obligations between the parties
8. Duration and Termination: Specifies the term of the agreement and circumstances for termination
9. Force Majeure: Addresses circumstances beyond parties' control that may affect performance
10. Governing Law and Jurisdiction: Confirms Philippine law as governing law and specifies jurisdiction for dispute resolution
11. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability
1. Insurance Requirements: Required when specific insurance coverage is necessary to support liability arrangements
2. Confidentiality: Include when parties will exchange sensitive information during their relationship
3. Intellectual Property Rights: Necessary when the relationship involves creation or use of intellectual property
4. Assignment and Novation: Include when parties want to specifically address the transfer of rights or obligations
5. Dispute Resolution: Optional detailed procedures for handling disputes, such as mediation or arbitration
6. Compliance with Laws: Include when specific regulatory compliance requirements need to be addressed
7. Parent Company Guarantee: Required when additional security is needed from a parent company
1. Schedule 1 - Liability Caps: Detailed breakdown of liability limitations for different types of losses or events
2. Schedule 2 - Insurance Requirements: Specific insurance types, coverage amounts, and provider requirements
3. Schedule 3 - Services or Activities: Detailed description of services or activities covered by the liability limitations
4. Schedule 4 - Key Personnel: List of key personnel responsible for managing the relationship
5. Appendix A - Notice Requirements: Detailed procedures and contact information for formal notices
6. Appendix B - Parent Company Details: Information about parent companies if parent company guarantees are included
Authors
Agreement
Applicable Law
Business Day
Claim
Commencement Date
Confidential Information
Consequential Loss
Direct Loss
Effective Date
Force Majeure Event
Governing Law
Gross Negligence
Indemnified Party
Indemnifying Party
Intellectual Property Rights
Liability Cap
Losses
Material Breach
Notice
Parent Company
Parties
Philippine Peso
Related Entity
Representatives
Services
Subsidiary
Term
Territory
Third Party
Willful Misconduct
Working Hours
Scope of Agreement
Limitation of Liability
Caps on Liability
Excluded Liabilities
Indemnification
Insurance Requirements
Force Majeure
Representations and Warranties
Confidentiality
Intellectual Property
Term and Termination
Assignment and Novation
Dispute Resolution
Governing Law and Jurisdiction
Notices
Entire Agreement
Amendment and Waiver
Severability
Counterparts
Compliance with Laws
Parent Company Guarantee
Survival
Third Party Rights
Currency and Payment
Language of Agreement
Information Technology
Professional Services
Manufacturing
Construction
Financial Services
Healthcare
Telecommunications
Retail and Distribution
Energy and Utilities
Transportation and Logistics
Legal
Compliance
Risk Management
Operations
Finance
Procurement
Corporate Affairs
Business Development
Commercial
Executive Leadership
Legal Counsel
Contract Manager
Risk Manager
Chief Legal Officer
Compliance Officer
Business Development Manager
Operations Director
Chief Financial Officer
Project Manager
Commercial Director
General Manager
Chief Executive Officer
Procurement Manager
Corporate Secretary
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