The Procurement Officer should negotiate that the contractor’s liability cap be set at a commercially acceptable level, taking into account the specific risks associated with the licence in question. It is common practice in software licence agreement to cap the contractor’s liability at a level between one and three times the annual contract value. However, the Procurement Officer should negotiate that the contractor’s liability for the following be uncapped:

• Indemnities provided by the contractor for third party IP claims brought against CERN;
• Breaches of law by the contractor;
• Gross negligence, fraud and willful misconduct.