Exclusions clause: Copy, customize, and use instantly
Introduction
An exclusions clause outlines what is not covered by the agreement or service. It is used to define limitations, ensuring that both parties understand which liabilities, damages, or situations are not the responsibility of one party under the agreement. This clause is essential to protect the parties from unforeseen claims and to clearly state boundaries of liability.
Below are templates for exclusions clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.
Standard exclusions clause
This variation provides a general exclusions provision.
The Seller shall not be liable for any damages, losses, or costs arising from [list exclusions, e.g., force majeure events, third-party claims, etc.]. These exclusions shall apply unless caused by the Seller’s gross negligence or willful misconduct.
Exclusions clause with specific list of excluded items
This variation provides a detailed list of exclusions.
The Seller will not be responsible for any losses arising from the following exclusions: (1) acts of God, (2) third-party negligence, (3) damages caused by Buyer’s failure to follow instructions, and (4) indirect, incidental, or consequential damages. The Buyer agrees to bear responsibility for these risks.
Exclusions clause with limitations of liability
This variation limits liability for certain events.
The Seller’s liability for any damages arising from this agreement is limited to the total amount paid by the Buyer for the goods/services under this agreement. The Seller shall not be liable for any indirect, incidental, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities.
Exclusions clause with exclusion of warranties
This variation excludes certain warranties.
Except as expressly set forth in this agreement, the Seller makes no warranties, either express or implied, regarding the goods/services. The Seller specifically excludes all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Exclusions clause with exclusion for consequential damages
This variation excludes consequential damages.
The Seller shall not be held liable for any consequential, special, or punitive damages arising from any breach of this agreement. The Buyer agrees that the Seller’s liability for damages will not exceed the amount paid for the goods/services that are the subject of the dispute.
Exclusions clause with limitation on service interruptions
This variation excludes liability for service interruptions.
The Seller will not be liable for any service interruptions, delays, or outages caused by factors beyond its control, including but not limited to force majeure events, third-party providers, or network failures. The Buyer agrees that the Seller will not be held responsible for such interruptions.
Exclusions clause with exclusion for breach of confidentiality
This variation excludes liability for certain breaches.
The Seller shall not be held liable for any breaches of confidentiality arising from unauthorized access to confidential information, except where the Seller has been found to be grossly negligent in maintaining such confidentiality.
Exclusions clause with exclusion for third-party claims
This variation excludes third-party claims.
The Seller shall not be liable for any claims made by third parties arising from the Buyer’s use of the goods/services. The Buyer agrees to indemnify and hold the Seller harmless from any third-party claims, losses, or damages related to the Buyer’s use of the goods/services.
Exclusions clause with exclusion for pre-existing conditions
This variation excludes responsibility for pre-existing conditions.
The Seller shall not be responsible for any defects, damages, or failures in the goods/services that existed prior to the agreement’s commencement date. Any claims arising from pre-existing conditions are excluded from the Seller’s liability under this agreement.
Exclusions clause with exclusion for negligence
This variation excludes liability for negligence.
The Seller shall not be liable for any damages, losses, or injuries resulting from the Seller’s negligence, except in cases where such negligence directly causes harm to the Buyer. The Buyer assumes responsibility for any damages arising from negligence not attributable to the Seller.
Exclusions clause with exclusion for intellectual property infringement
This variation excludes liability for intellectual property issues.
The Seller shall not be held responsible for any claims, damages, or losses arising from the infringement of third-party intellectual property rights, including patents, trademarks, or copyrights. The Buyer acknowledges that it is responsible for ensuring compliance with intellectual property laws when using the goods/services.
Exclusions clause with exclusion for security breaches
This variation excludes liability for security breaches.
The Seller shall not be liable for any losses or damages resulting from security breaches, including unauthorized access, hacking, or data theft, unless such breaches are a result of the Seller's gross negligence or willful misconduct. The Buyer acknowledges the risks associated with security breaches and accepts responsibility for any resulting damages.
Exclusions clause with exclusion for regulatory compliance
This variation excludes liability for compliance issues.
The Seller shall not be liable for any penalties, fines, or damages resulting from the Buyer’s failure to comply with applicable laws, regulations, or industry standards. The Buyer is solely responsible for ensuring that the goods/services are used in compliance with all relevant laws and regulations.
Exclusions clause with exclusion for force majeure events
This variation excludes liability for force majeure events.
The Seller shall not be liable for any delay, failure, or non-performance arising from force majeure events, including but not limited to acts of God, war, terrorism, natural disasters, or governmental actions. The Seller’s obligations will be suspended for the duration of such events.
Exclusions clause with exclusion for unauthorized modifications
This variation excludes liability for unauthorized modifications.
The Seller shall not be responsible for any damages or defects arising from the Buyer’s unauthorized modifications or alterations to the goods/services. The Buyer agrees not to alter, modify, or repair the goods/services without prior written consent from the Seller.
Exclusions clause with exclusion for non-payment
This variation excludes liability for issues related to non-payment.
The Seller shall not be liable for any damages, delays, or non-performance due to the Buyer’s failure to make timely payments as required under this Agreement. The Buyer agrees to bear all responsibility for any consequences resulting from non-payment.
Exclusions clause with exclusion for subcontractor liability
This variation excludes liability for subcontractors.
The Seller shall not be responsible for any damages or failures arising from actions or omissions of subcontractors hired by the Buyer. The Buyer agrees to indemnify the Seller against any claims arising from the use of subcontractors for the provision of goods/services.
Exclusions clause with exclusion for out-of-scope services
This variation excludes liability for services not covered by the agreement.
The Seller shall not be liable for any services, work, or costs that fall outside the scope of this Agreement. Any additional services required by the Buyer will be subject to a separate agreement and may incur additional charges.
Exclusions clause with exclusion for software compatibility issues
This variation excludes liability for any compatibility issues between the provided goods or services and the buyer’s existing systems.
The Seller shall not be liable for any incompatibility issues arising between the goods/services and the Buyer’s existing software or hardware systems. The Buyer is responsible for ensuring that their systems are compatible with the goods/services.
Exclusions clause with exclusion for third-party products
This variation excludes liability for any issues caused by third-party products or services that the Buyer may use alongside the goods/services.
The Seller shall not be responsible for any defects, failures, or damages arising from the use of third-party products or services in conjunction with the goods/services provided under this Agreement. The Buyer assumes responsibility for any issues caused by third-party products.
Exclusions clause with exclusion for lost profits
This variation excludes the seller’s liability for any loss of profits, revenue, or business opportunities the Buyer may experience.
The Seller shall not be liable for any loss of profits, anticipated savings, or revenue that the Buyer may suffer as a result of the use or inability to use the goods/services. The Buyer acknowledges that such losses are excluded from any claims under this Agreement.
Exclusions clause with exclusion for cosmetic damage
This variation excludes the Seller’s responsibility for cosmetic damages such as scratches, dents, or wear and tear.
The Seller shall not be held liable for any cosmetic damage or minor defects in the goods/services, including scratches, dents, or wear and tear, unless these damages were caused by the Seller’s negligence or failure to deliver as agreed.
Exclusions clause with exclusion for delays in delivery
This variation excludes liability for delays that are beyond the Seller’s control.
The Seller shall not be liable for any delays in delivery due to factors outside of their control, including, but not limited to, acts of God, strikes, or third-party delays. The Buyer agrees that such delays will not be grounds for a breach of this Agreement.
Exclusions clause with exclusion for force majeure events
This variation excludes liability for events outside of the Seller’s control, such as natural disasters or other unforeseeable events.
The Seller shall not be liable for any failure or delay in performance due to force majeure events, including but not limited to acts of God, natural disasters, war, strikes, or governmental actions. The Seller is excused from performance to the extent such events prevent fulfillment of this Agreement.
Exclusions clause with exclusion for unauthorized modifications
This variation excludes the Seller’s responsibility for any damages arising from unauthorized modifications made by the Buyer to the goods/services.
The Seller shall not be liable for any damages, defects, or losses caused by modifications, alterations, or repairs made to the goods/services by the Buyer or any third party without the prior written consent of the Seller.
Exclusions clause with exclusion for loss of data
This variation excludes liability for any data loss or corruption that may occur while using the goods/services.
The Seller shall not be held liable for any loss, corruption, or unauthorized access to data stored, processed, or transmitted using the goods/services provided under this Agreement. The Buyer is responsible for maintaining their own data backup and security measures.
Exclusions clause with exclusion for personal injury
This variation excludes the Seller's liability for any personal injuries sustained by the Buyer or their employees while using the goods/services.
The Seller shall not be liable for any personal injury, death, or bodily harm resulting from the use or misuse of the goods/services, except where such injury is caused by the Seller’s gross negligence or willful misconduct.
Exclusions clause with exclusion for indirect or consequential losses
This variation excludes the Seller’s liability for any indirect or consequential damages that may result from the use of the goods/services.
The Seller shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, loss of business opportunities, or reputational harm, arising from the use of the goods/services provided under this Agreement.
Exclusions clause with exclusion for performance failures due to Buyer’s negligence
This variation excludes the Seller’s responsibility for any failures or issues caused by the Buyer’s negligence or failure to follow instructions.
The Seller shall not be liable for any failure in the performance of the goods/services caused by the Buyer’s failure to follow the provided instructions or any negligent actions by the Buyer or their agents.
Exclusions clause with exclusion for pre-existing damages
This variation excludes the Seller’s responsibility for any pre-existing damages or issues with the goods/services prior to the transfer of ownership.
The Seller shall not be responsible for any damages or issues that existed with the goods/services prior to the commencement of this Agreement. The Buyer acknowledges that any pre-existing damages are excluded from the Seller's liability.
Exclusions clause with exclusion for inadequate insurance
This variation excludes liability for situations where the Buyer fails to maintain adequate insurance coverage.
The Seller shall not be liable for any losses or damages arising from the Buyer’s failure to maintain adequate insurance coverage for the goods/services provided. The Buyer is responsible for ensuring that sufficient insurance is in place to cover potential risks.
Exclusions clause with exclusion for products not meeting Buyer’s expectations
This variation excludes the Seller’s responsibility for failure to meet the Buyer’s subjective expectations.
The Seller shall not be liable for any dissatisfaction, failure to meet the Buyer’s subjective expectations, or non-conformance to standards that were not explicitly agreed upon in this Agreement. The Seller’s liability is limited to the terms of the Agreement as written.
Exclusions clause with exclusion for taxes and regulatory fees
This variation excludes the Seller’s responsibility for any taxes or regulatory fees the Buyer may incur.
The Seller shall not be liable for any taxes, fees, or regulatory costs imposed on the Buyer as a result of their use or possession of the goods/services. The Buyer is responsible for any such charges that may arise.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.