SaaS Transactions: Data-Related Issues in SaaS Agreements - Tech Podcast
One can hardly turn on the television today without being inundated by artificial intelligence (AI), whether in the form of commercials during the big game, as the lead segment on the news, or through advertisements on your...more
While French case law has already established that a third party to a contract may invoke a breach of contract to obtain compensation for its loss, the French High Court (Court of Cassation) clarified in a recent decision...more
California Civil Code section 1668 states: “All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another,...more
As ransomware threats, data breach litigation, and supply chain cybersecurity concerns become increasingly more common and costly, buyers of tech, SaaS, and outsourcing services are giving far more weight to cyberliability...more
Business is built on the back of technology. As business organizations become more sophisticated in their operations, so too do their information technology systems. To match the growing scope and complexity of business...more
The inclusion of limitation and exclusion of liability clauses in contracts entered into in Quebec requires an understanding of civil law and public order restrictions. Since the Supreme Court of Canada (SCC) ruling in...more
On April 24, 2025, the California Supreme Court in New England Country Foods, LLC. v. VanLaw Food Products, Inc., issued an opinion by Justice Lius holding that California Civil Code section 1668 “invalidates limitations on...more
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