SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
What’s missing from your company’s form agreements? Using form agreements allows companies to achieve efficiencies, consistency, and preferred contract language, but reliance on the standard terms that have become routine in...more
While sellers typically initiate the first drafts of commercial real estate purchase and sale agreements, some larger buyers have the leverage to require use of their own form agreements. Sellers in these situations should be...more
The Situation: The French Supreme Court recently considered whether a limitation of liability clause could be enforced against a third party to a contract claiming compensation for a breach of contract that caused it damage....more
Introduction - In the recent case of Innovate Pharmaceuticals Ltd v University of Portsmouth Higher Education Corporation [2024] EWHC 35 (TCC), the English High Court has determined that a limitation of liability clause in a...more
A decision of the High Court of the United Kingdom earlier this year is an important reminder that the limitation of liability clause remains a crucial piece of any high value or complex contractual arrangement. The...more
Two of the most common queries Proskauer’s UK litigation team is asked to advise upon are (i) the interpretation and scope of indemnities and (ii) liability caps. Over the summer, the English Courts handed down two judgments...more
A federal court in Louisiana last week refused to enforce a limitation of liability provision included in an extra work order holding that it was trumped by the parties’ subcontract (see Planet Construction v. Gemini...more
Folks sign contracts of all types that purport to contain limitations of liability; but are they enforceable. In many cases, the answer is “yes”. “In the absence of a contravening public policy, exculpatory provisions...more
A liability clause operated as a single aggregate cap for all claims: Drax v Wipro. Wipro provided software services to Drax under a master services agreement. After a series of missed milestones, revised dates and delayed...more
Freeman Law is privileged and proud to serve as outside counsel to various engineering, architectural, and other professional services firms. This segment of Freeman Law focus spans from protecting trade secrets in public...more
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. These provisions typically contain a broad disclaimer of consequential damages and a...more
When entering into a stock purchase agreement or asset purchase agreement, both the purchasers and the sellers should be mindful that no matter how straightforward the transaction may seem, it is always possible that a...more
The Massachusetts Supreme Judicial Court (SJC) recently ruled that a limitation-of-liability provision provides no protection for defendants who willfully or knowingly engage in unfair or deceptive conduct in violation of G....more
Changes in the construction law and favorable government policy continue to spur Vietnam's construction industry. Vietnam is the third-largest country in Southeast Asia. Due to favorable government policy and an abundance...more
With a significant and coherent body of case law on construction disputes, Singapore is a hub for resolving many construction disputes across the Asia-Pacific region. Singapore is a vibrant country in Southeast Asia. With...more
The Philippines construction industry is expected to grow with the introduction of the "Build, Build, Build" initiative and the amendment of a number of laws that would loosen restrictions on foreign investment. The...more
With its strategic location and significant natural resources, Malaysia is an internationally recognized investment-friendly jurisdiction with a significant construction industry. Malaysian law offers procedural safeguards...more
Australia is a highly advanced mixed economy, but investors – often drawn to the country's economic stability and resilience – should be aware of certain clauses that typically appear in construction contracts. Australia...more
Parties often add limitation-of-liability clauses to their agreements. These types of clauses can purport to limit a party’s claims or damages or both. ...more
The Tennessee Construction Industry Payment Protection Act was signed into law on June 22. The Act addresses or reallocates certain risks associated with non-payment on construction projects under Tennessee’s Prompt Pay Act...more
Transition services agreements (TSAs) are often an integral part of a transaction when a buyer or a seller needs to use the other’s services, infrastructure, or resources for an agreed-upon period of time after an...more
Ordinarily, a defendant will not actively try to help the plaintiff prove her case. But even this fundamental principle of the adversarial litigation process has limits. For example, in the criminal context, a defendant may...more
Having a well-drafted contract is one of the most important acts you can take to minimize your risks. As such, you should consider including in your next contract a limitation of liability for consequential and punitive...more
Our team in Hong Kong recently developed a Hong Kong Law Contract Guide. The guide discusses relevant legal principles that inform the most common contractual clauses in Hong Kong. The guide offers practical points to...more
Buyers’ best defence against M&A fraud requires rigorous, pre-closing due diligence — when fraud is suspected, deal teams should seek legal advice and proceed with caution. Recent high-profile fraud cases gravely...more