Before you sign: the liability cap

The clause that limits how much you can recover

• Find the cap. It often sits under a heading like Limitation of Liability.
• Check who it covers. A cap that names only one side protects only that side.
• Check what it is measured by: fees paid, fees payable, or a fixed dollar figure.
• Check the look-back. A cap built from fees already paid is smallest early in the deal.
• Check what sits outside it, such as gross negligence, willful misconduct, confidentiality, and indemnity.
• Consider asking for a dollar floor, a cap that runs both ways, or carve-outs that fit the deal.

The clause in this guide: Master Services Agreement, Exhibit 10.1, CIK 1392694, Form 8-K, filed with the SEC on January 14, 2026. https://www.sec.gov/Archives/edgar/data/1392694/000149315226002257/ex10-1.htm

BeforeJD is not a law firm. This is informational only, not legal advice.