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Limitation of Liability

This clause limits the amount of money you could be sued for in the event of a problem. It's a standard and vital protection for service providers. No, you do not need to add the phrase "the total liability of either party, whether in contract, tort, or otherwise, shall not exceed the total fees paid under this agreement" to your existing clause. Your current clause is already more robust and comprehensive.

  • You've Already Set a Better Limit: Your clause limits liability to "the total fees paid or one thousand five hundred ($1,500), whichever is greater." This is a superior limit because it establishes a minimum floor for your liability, protecting you in cases of early project termination or very low-cost projects. The phrase you're asking about only limits liability to the fees paid, which could be a much lower amount.

  • You Already Have the "Form of Action" Language: Your clause already includes the phrase "regardless of the form of action," which is the legal equivalent of "whether in contract, tort, or otherwise." This covers all legal theories of recovery, such as breach of contract, negligence (tort), or other legal claims, so you don't need to add a redundant phrase.

  • Your Clause is More Specific and Protective: Your clause clearly carves out specific types of damages that you are not liable for (indirect, consequential, lost profits, etc.). It also lists specific exceptions to the limitation (gross negligence, willful misconduct, confidentiality breaches), which makes the clause more legally sound and fair. The phrase you're asking about is a general statement that doesn't provide these crucial details.

In short, your current clause is well-drafted and provides better protection for your LLC. Adding the other phrase would be redundant and would weaken your liability cap by potentially removing the crucial "$1,500" minimum.

Exclusions and Scope of Claims​

The limitation of liability applies only to direct damages arising from the services provided under this agreement. In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, business interruption, or loss of data, even if advised of the possibility of such damages.

For this fixed rate small web development project, the total liability of either party, whether in contract, tort, or otherwise, shall not exceed the total fees paid under this agreement. This limitation does not apply to claims arising from gross negligence, willful misconduct, or breach of confidentiality.