6
PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Covenants and Conduct
Negotiation strategy
Ensure covenants are comprehensive yet flexible enough to allow necessary business operations. Focus on preserving business value and maintaining key relationships.
Negotiate for covenants that do not overly restrict business operations. Ensure there is room for necessary adjustments and strategic decisions.
Essential elements
1
Affirmative Covenants
Mandate ordinary course operations.
2
Negative Covenants
List prohibited actions pre-closing.
3
Compliance with Laws
Require material legal compliance.
Action framework
ACCEPT
Propose edits if covenants are too restrictive or vague.
EDIT
Reject if covenants impose excessive operational burdens.
ADD
Add if covenants are missing or incomplete.
PRO TIP
Ensure covenants align with strategic goals and allow for necessary business flexibility.
Real-world examples
FAVORABLE
Preferred Affirmative Covenants
"The Seller shall operate its business in the ordinary course consistent with past practice and shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees, and preserve its relationships with customers, suppliers, and others having business dealings with it."
NEUTRAL
Standard Compliance Clause
"Each party shall comply in all material respects with all applicable laws, regulations, and ordinances in the conduct of its business and in the performance of its obligations under this Agreement."
UNFAVORABLE
Overly Restrictive Covenants
"The Seller shall not make any operational changes without the Buyer's prior written consent, regardless of the circumstances."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, covenants should include additional safeguards to mitigate potential losses and ensure compliance with industry standards.
Cross-Border Transactions
For cross-border deals, ensure covenants address international compliance and operational challenges specific to each jurisdiction.
Start-Up Acquisitions
In start-up acquisitions, covenants should allow for innovation and flexibility while ensuring key assets and personnel are retained.
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Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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