10
PLAYBOOK TEMPLATES

Software as a Service (SaaS) Agreement

A SaaS Agreement governs access to cloud-hosted software services, typically under a subscription model. This playbook covers service uptime, data ownership, termination, and liability limitations for cloud-based offerings.

Dispute Resolution

Why This Matters: Without clear processes, disputes escalate, costs increase, and enforceability across jurisdictions may become uncertain.

Negotiation strategy

If you're the Provider:

Ensure the dispute resolution clause aligns with the company's strategic interests by selecting favorable governing law and jurisdiction. Consider including arbitration to minimize litigation costs.

If you're the Customer:

Negotiate for a neutral jurisdiction and governing law to ensure fairness. Advocate for mediation as a first step to resolve disputes amicably.

Essential elements

1

Governing Law

Specifies applicable legal framework.
2

Jurisdiction

Determines where disputes are resolved.
3

Alternative Dispute Resolution

Includes arbitration or mediation options.

Action framework

ACCEPT

Propose edits if the clause does not align with business goals or lacks clarity on jurisdiction.

EDIT

Reject if the clause exposes the company to unfavorable jurisdictions or costly litigation.

ADD

Add language if the clause is missing or lacks alternative dispute resolution methods.

PRO TIP

Always specify both governing law and jurisdiction to avoid ambiguity in dispute resolution.

Example clauses

FAVORABLE

Preferred Arbitration Clause

"Any dispute arising out of or in connection with this agreement shall be resolved through arbitration in [Preferred Location], under the laws of [Preferred Governing Law]."
NEUTRAL

Standard Jurisdiction Clause

"Disputes shall be resolved in the courts of [Neutral Jurisdiction], under the laws of [Neutral Governing Law]."
UNFAVORABLE

Unclear Dispute Resolution Clause

"Disputes will be handled as deemed appropriate by the parties involved."

Fallbacks

High-Risk Projects

For high-risk projects, ensure the clause includes robust arbitration provisions to manage potential disputes efficiently.

International Agreements

In international agreements, specify international arbitration to handle cross-border disputes effectively.

Small-Scale Contracts

For small-scale contracts, consider mediation as a cost-effective first step before arbitration or litigation.
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