>>>Hi,
>>>do you think that this is a reasonable clause in a contract?
>>>
>>>"Consultant's total liability under this Agreement for damages, costs and expenses shall not exceed the total amount of fees paid to Consultant by Client under this Agreement, save where such damages, costs and expenses arises out of the negligence or misconduct of Consultant."
>>>
>>>If you were the consultant, would you sign this?
>>
>>You do realize that this means that the consultant can be liable for much more than the fees paid to the consultant? The limitation to the amount of fees paid is only if the consultant's liability is NOT due to negligence or misconduct. If there is negligence or misconduct the consultant's liability can be much more - not specified or limited by this clause.
>
>Yup, that's why I'm asking if anyone would agree to this.

Frank, I would implement a milestone system of delivery and payments. Each milestone needs to be signed-off on and paid for. Anything which has been signed-off on can no longer be clawed back for any reason. In this way, you get paid for doing the work, they agree the work is acceptable and up to standard, they pay for it, and then that milestone is done and dusted. Next milestone begins. In this way they cannot claim negligence since they signed off on each step. And they cannot claw back what was paid for after sign-off so you cannot be out of pocket for more than the work on the latest milestone section.