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PLAYBOOK TEMPLATES

Outsourcing Agreement

An Outsourcing Agreement governs the delegation of business functions to an external provider, defining scope, service levels, and performance standards. This playbook highlights key risk mitigation strategies for data protection, continuity, and liability allocation.

Dispute Resolution

Why This Matters: Unfavorable jurisdiction or cumbersome procedures can delay resolution, increase costs, and create enforceability hurdles, so clear and balanced provisions reduce uncertainty.

Negotiation strategy

If you're the Company:

Ensure the governing law and jurisdiction are favorable to your business operations. Negotiate for arbitration to minimize litigation costs and time.

If you're the Service Provider:

Advocate for a neutral jurisdiction and mediation as a first step to resolve disputes amicably. Ensure the dispute resolution process is cost-effective.

Essential elements

1

Governing Law

Law applicable to the contract.
2

Jurisdiction

Location for legal proceedings.
3

Dispute Resolution Method

Process for resolving disputes.

Action framework

ACCEPT

Propose edits if the jurisdiction is unfavorable or the process is inefficient.

EDIT

Reject clauses that impose excessive costs or bias.

ADD

Add clauses for mediation or arbitration to ensure neutrality.

PRO TIP

Always ensure the dispute resolution process aligns with your business's strategic goals and risk tolerance.

Example clauses

FAVORABLE

Preferred Governing Law Clause

"This Agreement shall be governed by and construed in accordance with the laws of [Preferred State/Country]."
NEUTRAL

Template Jurisdiction Clause

"Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in [City, State/Country], and the parties hereby consent to the jurisdiction thereof."
UNFAVORABLE

Unilateral Jurisdiction Clause

"All disputes shall be resolved exclusively in the courts of [Party 1's location], regardless of [Party 2's] location."

Fallbacks

High-Risk Projects

For high-risk projects, consider arbitration to ensure confidentiality and a quicker resolution process.

International Contracts

In international contracts, select a neutral jurisdiction and consider international arbitration to avoid local biases.

Long-Term Partnerships

For long-term partnerships, mediation can preserve relationships by resolving disputes amicably.
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