- videocam Live Webinar with Live Q&A
- calendar_month February 17, 2026 @ 1:00 PM E.T.
- signal_cellular_alt Intermediate
- card_travel Commercial Law
- schedule 90 minutes
Limitation of Liability Carveouts: Confidentiality, Data Security Breaches, IP, and Indemnification
Welcome! Save 30% on all CLE, CPE, and Professional Skills webinars, plus 15% off any annual pass with code HOLIDAY25
About the Course
Introduction
This CLE course will examine limitation of liability provisions and how to properly exclude certain types of damages from such disclaimers and/or caps using carveouts to standard disclaimers and caps on liability. The panel will discuss best practices to limit liability for incidental, punitive, indirect, special, exemplary, extraordinary, or consequential damages or lost profits, as well as caps of liability.
Description
Limitation of liability provisions are standard in almost every contract and are essential in helping the contract parties limit their risk. But these provisions may also contain broad disclaimers and exceptions.
Some exclusions are commonly accepted (as negotiated by the parties) since if certain damages were not excluded or "carved out" of standard disclaimers of and caps on liability, certain breaches of the contract would have either no remedy or a substantially inadequate remedy.
Issues can arise out of "bad conduct" carveouts in indemnification and other limitation of liability provisions that, when not properly drafted, can defeat the intended purpose of limited liability provisions. Common practices for limitation of liability provisions also may vary based on the type of contract. For example, contracts for sales of businesses may have carveouts to liability limitations that are not commonly found in supply or services contracts.
Listen as our expert panel discusses the types of carveouts that are typical in limited liability provisions, when such carveouts should be employed, and what risks can (and cannot) be mitigated.
Presented By
Mr. Allen is a corporate transactional attorney who concentrates his practice on M&A transactions, private placement transactions (both as issuer’s counsel and as counsel to venture capital firms, family offices, and angel investors), corporate and LLC governance and reorganizations, joint venture transactions, and complex commercial transactions in the areas of software licensing, industrial equipment sales, and significant supply, reseller, and distribution agreements.
Michael R. Overly is a partner and intellectual property lawyer with Foley & Lardner LLP where he focuses on drafting and negotiating technology related agreements, software licenses, hardware acquisition, development, disaster recovery, outsourcing agreements, information security agreements, e-commerce agreements, and technology use policies. He counsels clients in the areas of technology acquisition, information security, electronic commerce, and on-line law. Michael is a member of the Technology Transactions, Cybersecurity, and Privacy and Privacy, Security Information Management Practices. Michael is one of the few practicing lawyers who has satisfied the rigorous requirements necessary to obtain the Certified Information System Auditor (CISA), Certified Information Privacy Professional (CIPP), Certified Information Systems Security Professional (CISSP), Information Systems Security Management Professional (ISSMP), Certified Risk and Information System Controls (CRISC), and Certified Outsourcing Professional (COP) certifications. Mr. Overly’s numerous articles and books have been published in the United States, Europe, Korea, and Japan. He has been interviewed by a wide variety of print and broadcast media (e.g., the New York Times, Los Angeles Times, Business 2.0, Newsweek, ABCNEWS.com, CNN, and MSNBC) as a nationally recognized expert on technology and security related matters. In addition to conducting seminars in the United States, Norway, Japan, and Malaysia, Mr. Overly has testified before the U.S. Congress regarding online issues.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Live Online
On Demand
Date + Time
- event
Tuesday, February 17, 2026
- schedule
1:00 PM E.T.
I. Limitation of liability
A. Carveout: confidential information; breach of data security obligations; intellectual property; indemnification; restrictive covenants; payment obligations
B. Bad conduct: willful misconduct; gross negligence; violation of law
C. Variations in M&A agreements: diminution in value; damages based on a multiple; fraud; materiality scrapes
II. Best practices
A. Commercial agreements
B. M&A agreements
C. Damages awarded in third-party claims
D. "Special damage" caps
III. Practitioner takeaways
The panel will discuss these and other key issues:
- How can parties quantify and exercise control over potential liabilities that have been excluded from a limitation of liability provision?
- What are "bad conduct" carveouts in indemnification and limitation of liability?
- What are the risks of carveout language being over-expansive and defeating liability protection?
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Unlimited access to Professional Skills and Practice-Ready courses:
- Annual access
- Available on-demand
- Best for new attorneys
Related Courses
Limitation of Liability Carveouts: Confidentiality, Data Security Breaches, IP, and Indemnification
Tuesday, February 17, 2026
1:00 PM E.T.
Commercial Motor Vehicles: Understanding DOT Compliance and FMSCA Regulation
Available On-Demand
Drafting and Negotiating Maritime Agreements: Key Provisions, Transferring Risk, Preserving Market Expectations
Tuesday, January 13, 2026
1:00 p.m. ET/10:00 a.m. PT
Recommended Resources
Navigating Modern Legal Challenges: A Comprehensive Guide
- Business & Professional Skills
- Career Advancement
How to Build a Standout Personal Brand Without Sacrificing Billable Hours
- Career Advancement