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PLAYBOOK TEMPLATES

Non-Compete Non-Solicitation Agreement

A Non-Compete & Non-Solicitation Agreement restricts post-employment competition and solicitation of clients or employees. This playbook focuses on enforceability standards, scope limitations, and remedies for breach.

Dispute Resolution & Governing Law

Why This Matters: Well-crafted dispute resolution clauses shorten conflict resolution time and limit litigation risk and costs.

Negotiation strategy

If you're the Company:

Ensure the dispute resolution process is efficient and cost-effective. Opt for arbitration to avoid lengthy court proceedings and select a governing law that aligns with company interests.

If you're the Contractor:

Negotiate for a neutral jurisdiction and governing law. Consider mediation as a first step to resolve disputes amicably before proceeding to arbitration.

Essential elements

1

Arbitration Clause

Defines arbitration process details.
2

Governing Law Clause

Specifies applicable legal jurisdiction.
3

Mediation Requirement

Outlines mediation process prerequisites.

Action framework

ACCEPT

Propose edits if the governing law is unfavorable or arbitration terms are unclear.

EDIT

Reject if the clause mandates litigation in an unfavorable jurisdiction.

ADD

Add mediation requirements if not present to encourage early dispute resolution.

PRO TIP

Always verify the compatibility of the governing law with your company's policy to avoid unforeseen legal challenges.

Example clauses

FAVORABLE

Preferred Arbitration Clause

"Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally resolved by arbitration administered by [Arbitration Institution] in accordance with its [specific rules, e.g., Commercial Arbitration Rules]. The place of arbitration shall be [City, Country]. The language of the arbitration shall be [Language]. The number of arbitrators shall be [One/Three]. The decision of the arbitrator(s) shall be final and binding on the parties."
NEUTRAL

Standard Governing Law Clause

"This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles."
UNFAVORABLE

Unilateral Jurisdiction Clause

"All disputes shall be resolved exclusively in the courts of [State/Country], favoring one party's jurisdiction."

Fallbacks

Cross-Border Agreements

In cross-border agreements, ensure the governing law and dispute resolution mechanisms are neutral and internationally recognized to avoid bias.

High-Value Contracts

For high-value contracts, consider multi-tiered dispute resolution processes, including mediation and arbitration, to protect significant interests.

Long-Term Partnerships

In long-term partnerships, establish clear dispute resolution timelines to maintain business continuity and relationship stability.
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