Legal Question in Intellectual Property in New York

Liability clause

We sell information. We have a reseller who will private-label this service to resell the information to their clients. What is the typical liability clause for us, since they want us to accept full liability even for lost profits and defense expenses if they're sued for providing wrong information.


Asked on 9/29/06, 1:44 am

1 Answer from Attorneys

Steven Mark Steven Paul Mark, Attorney at Law

Re: Liability clause

There's no such thing as a typical liability clause. Until you sign an agreement it's negotiable. You could simply tell the other side "no," that you don't warrant the accuracy of the information and/or your liability will be limited to amounts you receive under the contract. There are a number of ways to go. Your question suggests that you don't have an attorney representing you. While other members of this board and I can make suggestions you're better off having an attorney review the entire proposed agreement as the negotiation should take in the "four walls" of the contract (e.g., is the fee you're getting worth the risk? how long does the liability endure? what other rights and obligations are you getting? what constitutes erroneous information? etc.). You might also consider discussing errors and omissions insurance with a broker as this would be possible coverage if you made a mistake in your information.

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Answered on 9/29/06, 9:38 am


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