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PLAYBOOK TEMPLATES

Warranty Service Agreement

A Warranty Service Agreement details how defects, repairs, and replacements are handled during a product’s warranty period. This playbook emphasizes negotiating fair remedies, service levels, and liability limitations that align with operational realities.

Compliance & Regulatory Obligations

Why This Matters: Non-compliance can result in fines, contract invalidation, and reputational harm, threatening business continuity.

Negotiation strategy

If you're the Customer:

Ensure the compliance clause explicitly covers all relevant laws, including anti-corruption and trade controls. Reserve the right to audit and terminate for material violations.

If you're the Manufacturer:

Negotiate for reasonable compliance obligations that align with your operational capabilities. Seek clarity on audit processes and termination triggers.

Essential elements

1

Compliance Clause

Adherence to laws and regulations.
2

Audit Rights

Client's right to verify compliance.
3

Termination Clause

Conditions for ending the agreement.

Action framework

ACCEPT

Propose edits if the clause lacks specific references to key regulations or audit rights.

EDIT

Reject if the clause imposes unreasonable compliance burdens or lacks termination rights.

ADD

Add language for jurisdiction-specific compliance if not present.

PRO TIP

Always align compliance clauses with both parties' internal policies and industry standards.

Example clauses

FAVORABLE

Preferred Compliance Clause

"The parties shall comply with all applicable laws, including anti-corruption, sanctions, and trade control regulations. The client reserves the right to audit compliance and terminate this agreement for any material violations."
NEUTRAL

Standard Compliance Clause

"The parties agree to adhere to applicable laws and regulations. The client may request compliance verification and terminate for significant breaches."
UNFAVORABLE

Weak Compliance Clause

"The parties will make reasonable efforts to comply with applicable laws, without specific audit or termination rights."

Fallbacks

High-Risk Projects

In high-risk projects, ensure compliance clauses are robust, with detailed audit and termination provisions to mitigate potential legal exposure.

International Agreements

For international agreements, include specific references to international trade controls and sanctions to ensure global compliance.

Small-Scale Contracts

In small-scale contracts, balance compliance obligations with the scale of the project to avoid unnecessary burdens.
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