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PLAYBOOK TEMPLATES

Software Development Agreement

A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.

Dispute Resolution & Governing Law

Why This Matters: Clear resolution pathways reduce uncertainty, accelerate problem-solving, and limit legal expenses, ensuring quick restoration of commercial relationships when disputes arise.

Negotiation strategy

If you're the Company:

Ensure the dispute resolution process is efficient and cost-effective. Prioritize mediation to maintain business relationships and consider arbitration as a secondary option.

If you're the Developer:

Negotiate for a jurisdiction that aligns with your operational base. Advocate for clear timelines in the escalation process to avoid prolonged disputes.

Essential elements

1

Mediation Clause

Initial step for dispute resolution.
2

Arbitration Clause

Secondary resolution mechanism.
3

Governing Law Clause

Specifies applicable jurisdiction.

Action framework

ACCEPT

Propose edits if the mediation institution or location is not specified or if timelines are unclear.

EDIT

Reject if the clause mandates a jurisdiction with unfavorable laws or lacks enforceability.

ADD

Add if the contract lacks a clear dispute resolution pathway or governing law specification.

PRO TIP

Always ensure the governing law aligns with your strategic business locations to avoid unexpected legal challenges.

Example clauses

FAVORABLE

Preferred Dispute Resolution Clause

"Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be referred to mediation under the rules of the [specified mediation institution]. The mediation shall be conducted in [specified location] and in [specified language]. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached."
NEUTRAL

Standard Arbitration Clause

"If the dispute has not been resolved pursuant to the mediation clause within [specified number of days] from the initiation of mediation, such dispute shall be finally resolved by arbitration under the rules of the [specified arbitration institution]."
UNFAVORABLE

Unclear Governing Law Clause

"This Agreement shall be governed by laws that are not specified, leading to potential jurisdictional conflicts."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the dispute resolution process includes expedited arbitration to quickly address critical issues.

International Contracts

For international contracts, specify a neutral jurisdiction for governing law to avoid bias and ensure fairness.

Long-Term Partnerships

In long-term partnerships, prioritize mediation and escalation to senior management to preserve relationships.
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