A clause in a contract, lease or loan document where one party waives or limits the other party's liability.

A landlord often includes an exculpation clause to limit its liability under the lease to the landlord's interest in the property. A pro-landlord lease may also disclaim any landlord liability except for cases of the landlord's gross negligence or willful misconduct.

Most commercial mortgage loans are structured as nonrecourse loans. An exculpation clause in the loan agreement, mortgage, or note provides that:

Carveouts to the limitation of borrower's liability are typically found in a bad boy guaranty. An exculpation clause providing for the exculpation of its shareholders or members may also be found in:

For a sample exculpation clause in a lease, see Standard Document, Office Lease Agreement (Multi-Tenant Base Year Model Gross Lease) (Pro-Landlord Long Form) (NY): Section 38.02.