Legal Question in Business Law in New York

Re: Limitation of Liability/Indemnification

Limitation of Liability and Indemnification are two different things. The first is to limit your potential liability in the event that the party with whom you are contracting suffers damages resulting from the services you provide (or vice versa, depending on the contractual relationship). The second is an agreement as to the remedy (ie, your agreeing to indemnify the party with whom you are contracting or vice versa) in the event damages are suffered within the context of the contracting relationship. In essence you are agreeing ahead of time to indemnify the other party (or vice versa) if such party suffers damages resulting from the contractual relationship, in lieu of such party having to sue you to recover. I am available to review the forms you are using or plan to use in your consulting business for reasonable fee. Please feel contact me at [email protected].

Re: Limitation of Liability/Indemnification

I agree with Bob, with some minor additions. While you have the right to limit your liability, some situations cannot contain a limitation. For example, while you can attempt to limit your liability in the sale of a product to its cost, if the product is inherently dangerous and you are aware of the condition, you cannot limit your liability without disclosing the dangerous condition. There are other examples I could cite, but the concept is that even attempts to limit liability will themselves have limitations in some instances.

Re: Limitation of Liability/Indemnification

They are different forms for different purposes.

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Re: Limitation of Liability/Indemnification

Dear sir or madam:

Depending on the language that the particular form uses, the limitation of liability language is probably written to cap your liability to certain dollar amounts or certain types of damages arising from your work. Indemnification language is probably designed to compel your employer to pay for your cost of defense/damages in a lawsuit arising from your work (or vice versa).

If you are concerned about your liabiility exposure in general, there are several layers of protection you should consider, including incorporating yourself as a business to protect your personal assets, purchasing insurance to protect your work, etc.

Feel free to email or call my office to set up an appointment for further discussions.