Clause guide
Exclusive Remedy Clause clause: meaning, risks, and what to negotiate
Makes a specified remedy the only remedy available for certain issues or breaches.
What it means
Exclusive remedy clauses can sharply limit your leverage if the stated remedy is weak or incomplete.
Common risks
- • A small credit or refund may be the only available remedy.
- • Important losses may become unrecoverable.
- • The clause may apply too broadly.
What to check before signing
- • What issues are covered by the exclusive remedy?
- • Is the stated remedy meaningful in practice?
- • Are serious breaches carved out?
Negotiation ideas
- • Limit exclusive remedies to narrow, defined failures.
- • Preserve rights for fraud, confidentiality, IP, and gross misconduct.
- • Avoid making minor service credits the sole remedy for major problems.
Example clause
“The service credits described in this Agreement shall be Customer’s sole and exclusive remedy for failure to meet the uptime commitments.”
Frequently asked questions
What is an exclusive remedy clause?
It is a clause saying a particular remedy is the only remedy available for a specified issue.
Related clauses
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