Defending Mutual Indemnification and Liability Limits in Enterprise MSAs
Enterprise procurement lawyers push for uncapped liability and one-way indemnification. Discover how in-house counsel and founders defend mutual liability caps.
Vishal VermaCTO & Co-Founder, Dehurdle
May 05, 20254 min read
The Friction
Agreeing to uncapped liability in a $50k software contract puts the entire company at existential risk if a breach occurs. You must hold the line on standardized 12-month fees paid caps.
The Mutual Risk Balance Script
Recommended Spoken Script
"Our company policy and reinsurance coverage require mutual aggregate liability capped at 12 months of fees paid, with a standard super-cap of 2x for gross negligence and IP infringement. This mutual structure protects both parties while aligning risk proportionally with contract value."
The 2-Minute Practice Drill
2-Minute Spoken Drill
The 2-Minute Practice Drill
Practice enterprise contract redline negotiations in Dehurdle's Legal Redline Sandbox.