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Services Agreements: Indemnity & Limitation of Liability provisions

Ensuring compliance with the Unfair Contracts Regime.

Towards the end of 2023 Smarter Drafter announced a series of precedent updates that ensured compliance with the expanding scope of unfair contract terms (click here to learn more). 

Now based on customer feedback, the Smarter Drafter team have further refined the standard Indemnity and Limitation of Liability (LOL) clauses within our precedents. These are often included in contracts but have particular potential to be unfair if the circumstances of the parties and the matter are not taken into consideration. This has led to the following precedents being updated: 

  • Services Agreement for a Single Client
  • Terms of Business for Services
  • Independent Contractor Agreement

Customise the scope of indemnities 

With Smarter Drafter, you can now customise the scope of the indemnities under the agreement with options to specifically:

  • Include third-party claims arising out of the agreement
  • Or exclude:
    • losses caused or contributed to by the indemnified parties
    • consequential or indirect costs
    • other particular costs or losses relevant to your matter (‘type your own’)
  • And limit the period for which the indemnity survives the termination of the agreement

Updated wording

The drafting of the precedents has also been reviewed to remove wording giving rise to potential unfairness.  

While the changes to wording have been made to ensure fairness, you should of course always review your final document in the context of your matter and we have added guidance notes to this effect.

Services Agreements Update MAY24