Read the liability cap that limits what you can recover
An MSA's limitation of liability clause usually caps each side's total exposure, often by reference to fees paid or payable over a period, and excludes certain kinds of loss altogether. Then it carves some claims out of the cap, such as breaches of confidentiality or indemnified claims. Ask Search+ how the cap is calculated, which exclusions and carve-outs apply, and read each cited sentence.
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Last updated October 2026
How to review an MSA liability cap with Search+
- Upload the MSA and any order forms
Add the master agreement and the statements of work or order forms. The cap is often based on fees under a SOW, so the fee amounts matter.
- Ask about the cap, the exclusions and the carve-outs separately
Ask how the cap is calculated, which types of loss are excluded entirely, and which claims sit outside the cap. These are usually three different sentences.
- Check whether the cap is per SOW or overall
Ask whether the cap applies per statement of work, per claim or in aggregate across the MSA. Open the citation to read the exact scope.
Questions about the liability cap
How is the liability cap calculated, and over what period are fees counted?
Does the cap apply to each statement of work separately or to the whole relationship?
Does the MSA exclude indirect or consequential losses, lost profits or loss of data?
Which claims are carved out of the cap, such as confidentiality breaches or indemnities?
Do the same limits apply to the customer and the vendor?
What to look for in an MSA liability cap
Caps are commonly set by reference to fees paid or payable in a period before the claim. Which fees count, and over what period, can change the amount significantly.
Indirect, consequential and special losses are often excluded entirely. Lost profits and lost data may be listed specifically.
Claims such as wilful misconduct, confidentiality breaches and indemnified third-party claims are often uncapped or under a separate higher cap.
Whether a cap or exclusion is enforceable can depend on the governing law and the circumstances. Read the wording with Search+ and its effect with a lawyer.
Caps and indemnities interact. Ask about both across the agreement and Search+ cites each clause it relies on.
Liability cap wording and what it signals
| Wording you may see | What it usually signals | A follow-up question |
|---|---|---|
| "shall not exceed the fees paid or payable" | A fee-based cap | Over which period are fees counted? |
| "in the aggregate" | One cap for all claims | Is there a separate cap per SOW? |
| "indirect, special or consequential" | Excluded categories of loss | Are lost profits excluded too? |
| "the foregoing limitations shall not apply to" | Carve-outs from the cap | Which claims are listed? |
| "super cap" | A higher cap for specific claims | Which claims does the higher cap cover? |
What is a liability cap in an MSA?
A liability cap is the limitation of liability clause in a master services agreement that sets a maximum amount one party can recover from the other, usually alongside exclusions for certain types of loss.
Questions about MSA liability caps
Can Search+ find the liability cap in our MSA?
Will it list the claims that are uncapped?
Can it tell me if the cap applies per SOW?
Can I compare caps across several vendor MSAs?
Is this legal advice on our exposure?
Know the ceiling on your recovery
Start a workspace, upload the MSA, and ask how its liability cap works.
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