AMC CHECKLIST
SL.NO MANDATORY CLAUSE AVAILABLE NOT
AVAILABLE
1. DESCRIPTION OF THE PARTIES Yes
2. DEFINITION No
3. SCOPE OF SERVICES No
4. OBLIGATIONS OF THE VENDOR Yes
5. OBLIGATIONS OF THE CLIENT Yes
6. PAYMENT TERMS Yes
7. CONFIDENTIALITY Yes
8. COMPLIANCE Yes
9. TERM AND TERMINATION Yes
10. INDEMNITY Yes
11. PENALTIES FOR NON-PERFORMANCE No
12. DISPUTE RESOLUTION Yes
13. REPORTING REQUIREMENTS Yes
14. MAINTENANCE SCHEDULE Yes
15. WARRANTY No
16. INSURANCE No
17. FORCE MAJEURE Yes
18. AMENDMENTS No
19. SEVERABILITY Yes
20. NOTICE No
21. ASSIGNMENT Yes
22. NON- WAIVER Yes
23. AUDIT RIGHTS No
24. REMEDY FOR BREACH No
25. LIMITED LIABILITY No
AMC AGREEMENT GUIDELINES
1. The first line of the agreement should consist of;
The Annual maintenance agreement is herein referred as the “Agreement”
Effective date
In between and the Parties information
2. Information of the Parties:
Vendor: the party that provides maintenance services
Client: Client is the party that requires and receives maintenance services from
the Vendor
In case of an agreement between 2 companies, each are required to identify
themselves with:
i. Full Legal name of the company inclusive of its legal status (Ltd or Pvt.
Ltd) etc
ii. The company incorporation number
iii. Residential address of the company
iv. Role of the person authorized to represent the company
In case of an agreement between an individual and a company mention their full
name, residential address, legal status, their relationship with each other, point of
contact and also for the individual mention about whether the agreement is
binding on their legal heirs etc and in case of the company mention whether it
binds on their affiliates and subsidiary companies.
3. Recitals: The client has to mention that he/she desires to procure annual maintenance
services for his place of business from the vendor and the agreement should explicitly
mention what is their consideration to each other through the agreement. The Vendor
agrees to provide such maintenance services in accordance with the terms and conditions
set forth in this Agreement
4. Definitions: Define some of the key terms of the agreement;
The parties
Maintenance & Service
Force majeure
Breach
Term and termination
Intellectual property
Assignment
Compliance
Amendments
Non-compete
Audit
5. Scope of Services:
A detailed list of all tasks and activities the vendor will perform. This could
include routine inspections, preventive maintenance, repairs, upgrades, and
emergency services.
Include schedules such as daily, weekly, monthly, etc
The Vendor shall ensure that all services are performed in accordance with the
following standards: Key performance indicators
A detailed list of specific inclusions and any exclusions to avoid
misunderstandings
The Vendor shall provide the Client with monthly maintenance reports, detailing
the services performed, any issues identified, and actions taken. Additionally, the
Vendor shall maintain logs of all service activities and provide them upon request.
6. Obligations of the Vendor:
The Vendor agrees to provide all maintenance services as described in the Scope
of Services section of this Agreement.
The Vendor shall comply with all applicable local, state, and federal laws,
regulations, and industry standards in the performance of the maintenance
services.
The Vendor shall employ personnel who are adequately trained and certified to
perform the maintenance services. All technicians must have relevant industry
certifications and undergo regular training
The Vendor shall provide all necessary equipment and tools required for the
performance of the maintenance services at no additional cost to the Client
The Vendor shall provide the Client with detailed monthly reports on all
maintenance activities, including services performed, issues identified, actions
taken, and recommendations for future maintenance. The Vendor shall also be
available for regular meetings to discuss maintenance status and address any
concerns.
The Vendor shall maintain comprehensive insurance coverage, including general
liability insurance, professional liability insurance, and workers' compensation
insurance, with coverage amounts specified in this Agreement. The Vendor shall
provide proof of insurance upon request by the Client.
Sample Clause: Obligations of the Vendor
1. Maintenance Services: The Vendor agrees to provide all maintenance services
as specifiedand
5. Reporting in the Scope ofThe
Meetings: Services section
Vendor shallofsubmit
this Agreement.
detailed monthly reports on
maintenance activities, including services performed, issues identified, actions
2. Compliance: The Vendor shall comply with all applicable local, state, and
taken, and future recommendations. The Vendor shall also be available for regular
federal laws, regulations, and industry standards during the performance of
meetings to discuss the status and address any concerns.
services.
6. Insurance Coverage: The Vendor shall maintain comprehensive insurance
3. Qualified Personnel: The Vendor shall employ trained and certified personnel
coverage, including general liability, professional liability, and workers'
to perform the maintenance services, ensuring all technicians possess relevant
compensation insurance, and provide proof of insurance upon the Client's request.
industry certifications and undergo regular training.
4. Equipment and Tools: The Vendor shall supply all necessary equipment and
tools for maintenance services at no additional cost to the Client.
7. Obligations of the client:
The Client shall provide the Vendor with reasonable access to all facilities and
equipment covered under this Agreement, including access to restricted areas as
necessary to perform maintenance services.
The Client shall provide the Vendor with all relevant information and
documentation required for the performance of the maintenance services,
including access codes.
Detail any specific support or cooperation required
The Client shall make all payments to the Vendor in accordance with the Payment
Terms outlined in this Agreement. Payments shall be made within [number] days
of receipt of invoice.
The Client shall ensure that the working environment complies with all relevant
health and safety regulations. The Client shall promptly address any safety
concerns identified by the Vendor
Define the process for notifying the vendor of problems
6. Promptly
Sample report any of
clause: Obligations faults, malfunctions, or performance issues to the Vendor to
the Client
ensure timely service and repairs.
The 7.
Client
Make agrees to:
all payments due under this Agreement within the time frame specified in the
Payment Terms section.
1. Provide the Vendor with timely access to the premises and equipment for the
performance of maintenance services as outlined in the Scope of Services section of
this Agreement.
2. Ensure that all equipment is in a condition suitable for maintenance and notify the
Vendor of any known issues or hazards that may affect the Vendor’s ability to
perform services.
3. Designate a representative who will coordinate with the Vendor and be available to
discuss service schedules, provide necessary approvals, and address any issues
promptly.
4. Maintain a safe working environment for the Vendor's personnel in compliance with
all applicable safety laws and regulations.
5. Ensure that all prior maintenance, repairs, or modifications performed by third
parties are documented and communicated to the Vendor.
8. Payment terms:
Specify the frequency and timing of payments (e.g., monthly, quarterly, annually)
Include the agreed-upon fee and the currency in which it should be paid
The Vendor shall issue invoices to the Client on the first day of each month for the
services provided in the preceding month.
Payments shall be made via bank transfer to the account specified by the Vendor
or by check payable to the Vendor
Include any interest or penalties for overdue payments
If the Client disputes any portion of an invoice, they must notify the Vendor in
writing within X no. of days of the receipt. The parties shall work together in good
faith to resolve the dispute promptly.
State whether the payment includes applicable taxes or if the client is responsible
for them.
9. Confidentiality:
Confidential Information includes, but is not limited to, business strategies, financial
data, customer lists, proprietary software, and any other non-public information
disclosed by either party
Each party agrees to maintain the confidentiality of all Confidential Information and
to use it solely for the purpose of fulfilling its obligations under this Agreement.
Confidential Information does not include information that;
(i) is publicly available at the time of disclosure,
(ii) becomes publicly available through no fault of the Receiving Party,
(iii) information received lawfully from third parties
(iv) is independently developed by the Receiving Party without use of or
reference to the Disclosing Party’s Confidential Information, or
(v) was known to the Receiving Party prior to disclosure
Information that the Receiving Party is required to disclose by law or pursuant to a
court order, provided that the Receiving Party gives prompt notice to the
Disclosing Party and cooperates in seeking a protective order or other appropriate
remedy, is excluded.
The confidentiality obligations under this Agreement shall continue for a period of X
years after the termination or expiration of this Agreement
In the event of a breach of confidentiality, the disclosing party shall be entitled to
seek injunctive relief, damages, and any other legal remedies available.
Sample clause: Confidentiality
The Parties agree to:
1. Keep all Confidential Information, including business strategies, financial data,
customer lists, proprietary software, and other non-public information, strictly private
and secure.
2. Use Confidential Information solely for fulfilling obligations under this Agreement.
3. Not disclose Confidential Information to any third party without prior written consent
from the Disclosing Party.
4. Take reasonable measures to protect Confidential Information, similar to how they
protect their own confidential data.
5. Exclude from Confidential Information any information that is publicly available,
becomes public through no fault of the Receiving Party, is received legally from a
third party, is independently developed, or was known before disclosure.
6. Notify the Disclosing Party promptly if required by law or court order to disclose
Confidential Information and cooperate in protecting it.
7. Maintain confidentiality obligations for [X] years after the termination or expiration
of this Agreement.
8. Allow the Disclosing Party to seek legal remedies, including injunctive relief and
damages, if confidentiality is breached.
10. Compliance:
Each party agrees to comply with all applicable local, state, national, and
international laws and regulations in the performance of their obligations under
this Agreement.
The parties shall adhere to all relevant industry standards and best practices
applicable to their business and the handling of Confidential Information
Specify that relevant personnel must be adequately trained and certified.
The client has the rights to audit and inspect compliance of the vendor with the
agreement
11. Term and termination:
Agreement shall commence on [Start Date] and shall continue for a period of X
no. of years unless terminated earlier in accordance with the provisions of this
Agreement.
This Agreement shall automatically renew for successive one-year terms unless
either party provides written notice of non-renewal at least X no. of days prior to
the end of the current term
Either party may terminate this Agreement for convenience by providing at least
X no. of days written notice to the other party
Either party may terminate this Agreement for cause if the other party fails to cure
a material breach within X no. of days of receiving written notice of such breach
Upon termination of this Agreement, any payment obligations that have accrued
prior to termination shall survive until paid in full
The confidentiality obligations and the provisions related to indemnification,
governing law, and dispute resolution shall survive the termination or expiration
of this Agreement
12. Indemnification:
The Client agrees to indemnify, defend, and hold harmless the Vendor from and
against any and all claims, liabilities, damages, losses, costs, and expenses
(including reasonable advocate’s fees) arising out of or relating to the Client’s
breach of this Agreement.
Indemnity shall be triggered by any breach of this Agreement, misuse of the
Confidential Information, or negligent acts or omissions by either of the parties
The indemnified party shall promptly notify the indemnifying party in writing of
any claim or demand for which indemnity is sought. The indemnifying party shall
have the right to assume control of the defense of such claim, with the
indemnified party providing reasonable cooperation
The indemnifying party will control the defense and any settlement decisions,
subject to certain conditions
The indemnity obligations shall be subject to a maximum liability limit of X
amount. Indemnity does not cover indirect, special, incidental, or consequential
damages
Indemnity obligations survive the termination or expiration of the agreement
Sample clause: Indemnification
The Client agrees to:
1. Indemnify, defend, and hold harmless the Vendor from any claims, liabilities,
damages, losses, costs, and expenses, including reasonable attorney’s fees, arising
from:
o The Client’s breach of this Agreement.
o Misuse of Confidential Information.
o Any negligent acts or omissions by the Client.
o Any damage to or malfunction of the machines or equipment due to improper
installation, handling, or use by the Client.
o Any acts or omissions by the Client or its employees, agents, contractors, or
affiliates, including but not limited to negligence, misuse,
2. Notify promptly the Vendor of any claim for which indemnity is sought.
o Receive reasonable cooperation from the Client.
3. Limit indemnity to a maximum liability of [X amount]. Indemnity does not cover
indirect, special, incidental, or consequential damages.
4. Ensure that indemnity obligations survive the termination or expiration of this
Agreement
13. Penalties for non-performance:
The Vendor shall ensure that all maintenance services are performed in accordance
with the performance standards outlined in the Scope of Services, including
maintaining equipment uptime at X% and responding to emergency repair
requests within X no. of hours
Include methods for monitoring and reporting performance
If the Client identifies any non-performance, they shall notify the Vendor in
writing within X no. of days of discovering the issue, providing details of the non-
performance and required corrective actions
The Vendor shall have X no. of days from the receipt of the notice to cure the non-
performance to the satisfaction of the Client
If the Vendor fails to cure the non-performance within the specified period, the
Client shall be entitled to impose a penalty of X amount per day of continued non-
performance. Additionally, the Client may seek other remedies, including
termination of the Agreement.
The Vendor shall maintain detailed records of all maintenance activities and non-
performance incidents, including corrective actions taken. These records shall be
made available to the Client upon request
14. Compliance:
Each party agrees to comply with all applicable local, state, national, and
international laws and regulations in the performance of their obligations under
this Agreement
Mention any specific industry standards that must be followed
Any other specifications like;
i. Comprehensive maintenance coverage
ii. Adherence to manufacturer specifications
iii. Timely response to service requests
iv. Strict quality and safety standards
v. Transparent reporting mechanism
vi. Continuous performance improvement
15. Dispute resolution:
In the event of any dispute arising out of or relating to this Agreement, the parties
shall first attempt to resolve the dispute through good-faith negotiation
If the dispute cannot be resolved through negotiation, the parties agree to submit
the dispute to mediation before a mutually agreed-upon mediator. The mediation
shall be conducted in [location]
If the dispute is not resolved through mediation, the parties agree to submit the
dispute to binding arbitration in accordance with the rules of the [Arbitration
Organization]. The arbitration shall be conducted in [location] and governed by
the laws of [jurisdiction]. The decision of the arbitrator shall be final and binding
on both parties.
In the event arbitration is not applicable, any legal action arising out of or relating
to this Agreement shall be brought in the courts of [jurisdiction], and the parties
consent to the exclusive jurisdiction of such courts.
Each party shall bear its own costs and expenses incurred in connection with the
dispute resolution process, except as otherwise provided in this Agreement or by
the arbitrator’s decision.
Sample clause: Dispute Resolution
1. In the event of any dispute arising out of or relating to this Agreement, the parties
shall first attempt to resolve the dispute through good-faith negotiation.
2. If the dispute cannot be resolved through negotiation, the parties agree to submit
the dispute to mediation before a mutually agreed-upon mediator. The mediation
shall take place in [Location].
3. If the dispute is not resolved through mediation, the parties agree to submit the
dispute to binding arbitration in accordance with the rules of [Arbitration
Organization]. The arbitration shall take place in [Location] and be governed by
the laws of [Jurisdiction]. The arbitrator’s decision shall be final and binding on
both parties.
4. If arbitration is not applicable, any legal action arising out of or relating to this
Agreement shall be brought in the courts of [Jurisdiction], and both parties
consent to the exclusive jurisdiction of such courts.
5. Each party shall bear its own costs and expenses incurred during the dispute
resolution process, except as otherwise provided in this Agreement or by the
arbitrator’s decision.
16. Reporting requirements:
The Vendor shall provide the Client with monthly reports detailing all maintenance
activities performed
Each report shall include a summary of the maintenance services performed, any
issues identified, corrective actions taken, and recommendations for future
maintenance.
Include requirements for the format (e.g., written, digital)
Specify the submission method (e.g., email, online portal)
The Client shall review the reports within X no.of days of receipt and provide any
feedback or requests for additional information to the Vendor
17. Maintenance schedule:
Scheduled maintenance activities shall include routine inspections, filter
replacements, cleaning of components, lubrication of moving parts, and
calibration of equipment
Include specific dates or timeframes for each activity
The Vendor shall perform all maintenance activities as outlined in the schedule.
The Client shall provide access to the equipment and any necessary support to
facilitate the maintenance work
Include procedures for dealing with unexpected issues or deviations from the
schedule
Include provisions for regular review meetings and adjustments based on
performance to ensure a smooth functioning
18. Warranty:
The Vendor warrants that all maintenance services provided under this Agreement
will be performed in a professional and workmanlike manner
Include the start and end dates or the length of the warranty period.
Specify what is not covered, such as misuse, unauthorized repairs, or normal wear
and tear.
In the event of a breach of this warranty, the Vendor shall, at its option, repair or
replace the defective services at no additional cost to the Client.
Include steps for the client to notify the vendor and provide details of the defect or
issue
The Vendor shall acknowledge receipt of the warranty claim within [number] days
and shall address the claim within X no. of days of receipt.
Sample
4. clause: Warranty
The Vendor shall acknowledge receipt of the warranty claim within [number] days
1. TheandVendor
shall address
warrantsthe
thatclaim within X no.
all maintenance of days
services of receipt
provided under The Vendor shall
this Agreement will
acknowledge receipt of the warranty claim within [X days] and shall resolve
be performed in a professional and workmanlike manner. This warranty shall be valid the
forclaim within
a period of [X
[X days] of receipt.from the date of service completion.
months/years]
2.5. This
Disclaimer: Except
warranty does notfor the express warranties stated in this Agreement, the Vendor
cover:
disclaims all other warranties, whether express or implied, including but not
o Misuse,
limited to anyabuse, or negligence
implied warrantiesby
ofthe Client.
merchantability or fitness for a particular
purpose.
o Unauthorized repairs or modifications performed by third parties.
o Normal wear and tear or issues arising from conditions beyond the Vendor’s
control.
3. In the event of a breach of this warranty, the Vendor shall, at its sole option, repair or
re-perform the defective services at no additional cost to the Client.
19. Insurance:
The Vendor shall maintain general liability insurance, professional liability
insurance, and workers' compensation insurance
Define the minimum coverage amounts for each type of insurance
The Vendor shall provide the Client with certificates of insurance evidencing the
required coverage upon request
The Vendor’s insurance policies shall include a waiver of subrogation in favor of
the Client.
The Vendor’s insurance policies shall include endorsements for primary and non-
contributory coverage in favor of the Client
Sample clause: Insurance
1. The Vendor shall maintain the following insurance coverage:
o General Liability Insurance with a minimum coverage of ₹10,00,000 per
occurrence.
o Professional Liability Insurance with a minimum coverage of ₹10,00,000
per claim.
o Workers’ Compensation Insurance as required by applicable laws, with
coverage not less than ₹5,00,000.
2. The Vendor shall provide the Client with certificates of insurance upon request.
3. The Vendor’s insurance policies shall include a waiver of subrogation and
endorsements for primary and non-contributory coverage in favor of the Client.
20. Force Majeure:
Force majeure events include, but are not limited to, acts of God, natural disasters,
war, terrorism, civil unrest, and government actions.
If a force majeure event prevents either party from fulfilling its obligations under
this Agreement, those obligations shall be suspended for the duration of the event
Include provisions for timely notice and documentation of the event.
If a force majeure event continues for more than X no. of days, either party may
terminate this Agreement by providing written notice to the other party
21. Amendments:
Any amendments to this Agreement must be made in writing and signed by both
parties
Include provisions for documenting and signing amendments
Amendments shall become effective upon execution by both parties or on a
specified date as agreed upon.
Ensure that all copies of amendments are documented and attached to the original
agreement
No oral modifications to this Agreement shall be valid; all modifications must be
in writing.
22. Severability:
If any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall remain in full force and effect
Include provisions for modifying the agreement to achieve the original intent.
The invalidity or unenforceability of any provision shall not affect the validity or
enforceability of the remainder of this Agreement.
23. Notices:
Notices under this Agreement shall be given in writing and may be delivered by
mail, courier, email, or fax.
Include names, addresses, email addresses, and fax numbers
Specify the timing for receipt of notice.
Each party shall notify the other party in writing of any changes to their contact
information
24. Assignment:
Clarify whether rights and obligations under the agreement can be assigned to a
third party
If its transferrable outline the procedure to do the same
Ensure that the assignee is bound by the same terms of the agreement
The other party should be notified of the same
The agreement will bind and benefit the party’s successors and permitted assigns
The consent for the assignment cannot be withheld arbitrarily
State the conditions when automatic assignment is permitted without the prior
consent of the other party (Mergers, acquisition)
Address whether subcontracting is permitted or not
State how assignments occurring by the operation of law are handled (Bankruptcy,
judgements)
25. Non- waiver:
Any waiver can be effective only when made in writing and signed by the waiving
party and should be communicated to the other party
Specify that not exercising a right immediately does not mean the party cannot
enforce it later
Specify that a waiver of one part of the agreement does not imply a waiver on any
other part
Mention that waiving a breach or provision does not mean imply waiving any
subsequent breaches or provisions
The exercise of any right or remedy under the agreement does not preclude the
exercise of any other right or remedy available under the agreement
No waiver of any breach will be implied from any failure to enforce any rights
26. Audit Rights:
The Client shall have the right to audit the Vendor’s compliance with the terms of
this Agreement
Specify the areas or activities subject to audit, such as data handling procedures,
security measures, and records
State the maximum number of audits allowed per year or specify the conditions
under which audits can be conducted.
Specify the amount of advance notice that must be given before an audit.
The Client shall treat all audit findings and information obtained during the audit
as confidential and subject to the confidentiality obligations of this Agreement
Describe the steps involved in the audit, including the use of third-party auditors if
applicable
The Client shall bear all costs and expenses associated with conducting the audit,
unless the audit reveals a material breach of this Agreement, in which case the
Vendor shall bear the costs.
If the audit reveals any non-compliance or breaches of this Agreement, the Vendor
shall promptly take all necessary remedial actions to address and rectify the issues
identified
7. The Client shall treat all information and findings obtained during the audit as
Sample Clause: Audit Rights
confidential and subject to the confidentiality obligations of this Agreement.
1. The Client shall have the right to audit the Vendor’s compliance with the terms of this
8. The Client shall bear all costs associated with the audit unless the audit reveals a
Agreement, including but not limited to data handling procedures, security measures,
material breach of this Agreement, in which case the Vendor shall bear the audit
and records.
costs.
2. Audits may be conducted up to [number, e.g., two] times per year, or more frequently
if there is a reasonable suspicion of non-compliance.
3. The Client shall provide the Vendor with at least [number, e.g., 15] days’ advance
written notice prior to conducting an audit.
4. The Client may engage third-party auditors to perform the audit, provided such
auditors agree to maintain confidentiality as per the terms of this Agreement
5. The Client shall treat all information and findings obtained during the audit as
confidential and subject to the confidentiality obligations of this Agreement.
6. The Client shall bear all costs associated with the audit unless the audit reveals a
material breach of this Agreement, in which case the Vendor shall bear the audit costs.
27. Remedy for breach:
In the event of a breach or threatened breach of this Agreement, the non-breaching
party shall be entitled to seek injunctive relief to prevent further breaches, in addition
to any other remedies available at law or in equity.
The breaching party shall be liable for any damages incurred by the non-breaching
party as a result of the breach, including but not limited to direct, indirect, and
consequential damages.
The non-breaching party shall have the right to seek specific performance, compelling
the breaching party to comply with their obligations under this Agreement.
The breaching party shall indemnify, defend, and hold harmless the non-breaching
party from any third-party claims arising out of or related to the breach of this
Agreement.
The breaching party shall reimburse the non-breaching party for all reasonable costs
and expenses, including advocate’s fees, incurred in enforcing this Agreement.
The non-breaching party shall provide written notice to the breaching party within X
no.of days of discovering the breach, specifying the nature of the breach and the
actions required to remedy it
Sample Clause: Remedy for breach
1. In the event of a breach or threatened breach of this Agreement, the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedies
available at law or in equity, to prevent further breaches or mitigate the effects of such
breach.
2. The breaching party shall be liable for any damages incurred by the non-breaching
party as a result of the breach, including but not limited to direct, indirect,
consequential, and incidental damages, as well as any loss of business, goodwill, or
other financial harm.
3. The non-breaching party shall have the right to seek specific performance, compelling
the breaching party to comply with its obligations under this Agreement.
4. The breaching party shall indemnify, defend, and hold harmless the non-breaching
party from any third-party claims arising out of or related to the breach of this
Agreement, including but not limited to claims for loss or damages resulting from the
breach.
5. The breaching party shall reimburse the non-breaching party for all reasonable costs
and expenses, including attorney’s fees, incurred in enforcing this Agreement and
6. The non-breaching party shall provide written notice to the breaching party within [X
number of days] of discovering the breach, specifying the nature of the breach and the
actions required to remedy it. The breaching party shall have [Y number of days] from the
receipt of such notice to cure the breach, failing which the non-breaching party may
pursue further legal remedies.
28. Limited liability:
The total liability of either party under this Agreement shall not exceed the total
amount paid by the Client to the Vendor under this Agreement in the twelve (12)
months preceding the event giving rise to the liability
In no event shall either party be liable for any indirect, incidental, consequential,
special, or punitive damages, including but not limited to loss of profits, revenue, or
data, arising out of or in connection with this Agreement
The limitations of liability set forth in this clause shall not apply to damages arising
from a breach of confidentiality obligations or indemnification obligations under this
Agreement
Neither party shall be liable for any failure or delay in performance under this
Agreement due to force majeure events, as defined in the Force Majeure clause.
The Vendor shall not be liable for any claims made by third parties against the Client,
except to the extent such claims arise from the Vendor's gross negligence or willful
misconduct.
The limitations of liability set forth in this clause shall survive the termination or
expiration of this Agreement
Sample clause: Limited Liability
1. The total liability of either party under this Agreement shall not exceed the total amount
paid by the Client to the Vendor in the twelve (12) months preceding the event giving rise
to the liability.
2. Neither party shall be liable for any indirect, incidental, consequential, special, or punitive
damages, including but not limited to loss of profits, revenue, or data, arising out of or in
connection with this Agreement.
3. The limitations of liability in this clause shall not apply to damages arising from a breach
of confidentiality obligations or indemnification obligations under this Agreement.
4. Neither party shall be liable for any failure or delay in performance due to force majeure
events as defined in the Force Majeure clause.
5. The Vendor shall not be liable for any claims made by third parties against the Client,
except where such claims arise from the Vendor's gross negligence or willful misconduct.
6. The limitations of liability set forth in this clause shall survive the termination or
expiration of this Agreement.
