A liability cap is more than a number.
Read the cap, exclusions, carve-outs, and insurance provisions together before negotiating.
Start with the scope
Find which claims are subject to the cap and whether it applies in the aggregate or separately to each claim. Identify whether the amount changes as fees accrue.
Read the exceptions
List every exception and check cross-references. A short list of broad carve-outs may remove much of the protection the cap appears to provide.
Make the business decision explicit
Compare potential exposure with fees, insurance, control of the risk, and the cost of prevention. The right negotiating position depends on which party you represent.
Illustrative negotiation
“Can we use a general cap for ordinary claims and discuss separate treatment for the few risks that justify it?”
Where this framework stops
This guide does not say that a proposed limitation is enforceable. Applicable law and the exact language require separate review.
Sources and scope
Anthropic commercial-legal vendor-agreement-review checklist (pinned reference)
Review method, not a statement of applicable law; draft positions require attorney review.
Put the checklist to work.
Choose a role and review the exact outbound text before requesting analysis. Live analysis is limited to eligible invited accounts; model and legal acceptance remain pending.
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