Walk the Liability Carveout Triage
Classify liability carveouts by ordinary breach, heightened-risk breach, and uncapped obligation.
Carveout overload The counterparty wants nearly every obligation outside the cap. CFO wants a principled response, not a clause-by-clause tug-of-war. Carveouts decide whether a cap is real. Three buckets Routine cap -> higher cap -> uncapped Classify claims by why the cap should or should not apply. Argue each item Slow and inconsistent. Your redline becomes a rationale instead of a list of preferences. A carveout should explain why fees are or are not a fair proxy for the loss. 01 Routine 02 Special 03 Now try Routine breach Service miss
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