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Clause CL-1047 · Last updated Jan 2025 · DPDP-compliant
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR ANTICIPATED PROFITS, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE OR THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY THEREOF.
Overbroad exclusion may be unenforceable. No cap on direct damages. Silent on data breach liability under DPDP.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT EXCEPT IN CASES OF GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE FEES PAID IN THE PRECEDING TWELVE (12) MONTHS. LIABILITY UNDER THE DIGITAL PERSONAL DATA PROTECTION ACT, 2023 SHALL BE GOVERNED SEPARATELY AND IS NOT SUBJECT TO THIS CAP.
Enforceability carve-outs added. Direct damages cap included. Separate DPDP liability ring-fence applied.
Mutual indemnification for third-party IP claims with carve-outs for customer modifications and open-source components.
Narrowly tailored non-compete with time, geography, and activity restrictions designed for enforceability under Indian law.
Comprehensive IP assignment clause covering pre-incorporation IP, future creations, and moral rights waiver under Indian law.
Updated force majeure clause explicitly addressing pandemic events, government shutdowns, and supply chain disruptions.
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