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Limited Liability Agreement

Limited Liability Agreement Template for Singapore

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement under Singapore law for my tech consulting company providing AI development services to a major bank, with specific emphasis on data protection and cybersecurity liability caps to be effective from March 2025."

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What is a Limited Liability Agreement?

The Limited Liability Agreement is essential for businesses operating in Singapore seeking to define and limit their potential exposure in commercial relationships. This document is particularly relevant in professional services, high-risk industries, or where significant financial exposure exists. It complies with Singapore's legal framework, including the Companies Act and Limited Liability Partnerships Act, while providing clear parameters for liability limitations, risk allocation, and dispute resolution mechanisms. The agreement typically includes comprehensive provisions for indemnification, insurance requirements, and specific carve-outs for certain types of liability that cannot be limited under Singapore law.

What sections should be included in a Limited Liability Agreement?

1. Parties: Identification and details of all contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms and their meanings as used in the agreement

4. Scope of Limited Liability: Specific limitations on liability and their extent

5. Indemnification Provisions: Terms regarding mutual or unilateral indemnification

6. Term and Termination: Duration of agreement and termination conditions

7. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Limited Liability Agreement?

1. Insurance Requirements: Specific insurance obligations required from the parties, included when specific insurance coverage needs to be detailed

2. Confidentiality: Provisions for protecting confidential information and trade secrets, included when sensitive information is shared between parties

3. Dispute Resolution: Procedures for handling disputes including mediation and arbitration provisions, included when specific dispute resolution mechanisms are preferred

4. Assignment: Provisions regarding the rights to assign or transfer the agreement, included when transfer of rights needs to be addressed

What schedules should be included in a Limited Liability Agreement?

1. Schedule of Liability Caps: Detailed breakdown of liability limitations by category

2. Insurance Schedule: Specific insurance requirements and coverage levels

3. Service Level Agreement: Performance metrics and standards if applicable

4. Corporate Authority Documents: Evidence of authority to enter into agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


























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Industries

Companies Act (Cap. 50): Primary legislation governing company operations in Singapore, covering limited liability provisions, directors' duties, and corporate governance requirements

Limited Liability Partnerships Act (Cap. 163A): Legislation specifically governing Limited Liability Partnerships, including partnership structure, liability limitations, and partner obligations

Contracts Act (Cap. 53): Fundamental legislation covering contract formation principles, contractual obligations and remedies, and validity requirements

Civil Law Act (Cap. 43): General principles of civil law in Singapore, including basic contractual relationships and civil obligations

ACRA Regulations: Regulatory framework set by the Accounting and Corporate Regulatory Authority covering registration requirements and compliance obligations

Personal Data Protection Act 2012: Legislation governing the collection, use, and disclosure of personal data, relevant if personal information is part of the agreement

Singapore Case Law: Relevant judicial precedents and interpretations related to limited liability agreements in Singapore courts

Industry-Specific Regulations: Sector-specific rules and regulations that may apply depending on the business nature of the agreement

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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