What is a normal liability cap in a B2B contract?
12 months of fees is the median across the largest cohort we measured: SaaS agreements under United States law, based on 46 contracts. The full spread by contract type is below.
What this clause is
A liability cap is the maximum amount a party can be made to pay if things go badly wrong. It is usually written as a multiple of what you have paid them, for example the fees from the last 12 months.
Why it matters
The cap is the ceiling on your recovery. If a supplier causes a problem that costs your business far more than you ever paid them, the cap is what you are limited to claiming. It is the single clause most likely to matter on the worst day of the contract.
What the market actually does
Measured across 74 contracts in 2 cohorts. Each row is a separate group of contracts, so a technology cohort and a healthcare cohort are counted and reported separately rather than averaged together.
| Contract type | Governing law | Industry | Median | Middle 50% range | Contracts |
|---|---|---|---|---|---|
| SaaS agreement | United States | Technology | 12 months of fees | 12 months of fees | 46 |
| Master Services Agreement | United States | Technology | 12 months of fees | 12 months of fees | 28 |
Sources: sec filings and published standard terms, covering 2020 to 2026. Individual companies are never named. Cohorts are published only where at least 20 contracts were measured.
If your contract is worse than this
If the cap is below the market position, push it up to 12 months of fees. Separately, ask for carve-outs so that the cap does not apply to a data breach, a confidentiality breach, or the supplier's own wilful misconduct.
Check your own contract against this
Citrus reads a supplier contract and tells you which clauses sit outside the market, in plain English, with the comparison shown. One contract, no card.
Other clause benchmarks
Figures reflect the Citrus reference set as at 2026-07-19. These are market observations, not legal advice, and the right position for your contract depends on what you are buying and what leverage you have.