Where does the MSA limit our liability, and has that cap been amended?
GROUNDED ANSWER
Liability is capped in Article 11 of the Master Services Agreement. The original cap is the total fees paid in the twelve months preceding the claim, with carve-outs for breach of confidentiality, indemnified IP claims, and wilful misconduct.1
That cap was subsequently amended. Amendment No. 2 replaces the twelve-month formula with a fixed ceiling of $2,000,000 and adds data-protection breaches to the list of carve-outs.2 The internal negotiation summary records that the fixed ceiling was accepted in exchange for a narrower indemnity in Article 9.3
Master Services Agreement — Northgate / Client.pdfp. 34 · §11.2 Limitation of LiabilityOPEN SOURCE → Amendment No. 2 to MSA (executed).pdfp. 3 · §4 Amendment to Article 11OPEN SOURCE → MSA Negotiation Summary — internal memo.docxp. 2 · §Liability positionOPEN SOURCE →