Which contract controls if my liability clause conflicts with their NDA?

What determines which agreement takes priority?

Several factors matter. An "entire agreement" clause may say one contract overrides others, but this depends on the wording and whether the agreements are meant to work together.

Timing can also play a role. A later agreement may modify earlier terms, especially if it references them. Courts also look at intent—whether both documents were meant to coexist or replace each other.

Does a more specific clause override a general one?

Often, yes. If your service agreement has a broad liability cap, but the NDA specifically allows damages or injunctions for confidentiality breaches, the NDA terms may control for those situations.

This means your liability cap might still apply to general services, but not to confidentiality issues if the NDA is more detailed and targeted.

What to do next...

1. Compare both agreements side by side for conflicts.
2. Check for "entire agreement" or priority clauses.
3. Look at whether the NDA overrides or adds to your terms.
4. Clarify conflicts in writing before signing the NDA.

What to consider in your specific situation

While these general rules help, the outcome depends on the exact documents and how they interact.

• The wording of each contract's key clauses.
• Whether either agreement claims to override others.
• The timing and order in which documents were signed.
• The scope of services vs. confidentiality obligations.
• Local laws that affect contract interpretation.
• The level of risk tied to confidential information.

Clear alignment between agreements can prevent costly disputes later. Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.