3
PLAYBOOK TEMPLATES
Investment Subscription Agreement
An Investment Subscription Agreement sets the terms for an investor‚ purchase of securities in a company or fund. This playbook addresses representations, closing conditions, and investor rights under applicable securities laws.
Events of Default
Negotiation strategy
Ensure that the events of default are clearly defined and include necessary cure periods. Advocate for materiality thresholds to avoid triggering defaults for minor issues.
Negotiate for reasonable cure periods and ensure that the events of default are not overly broad. Seek to include de minimis breach carve-outs to protect against minor infractions.
Essential elements
1
Payment Default
Failure to pay amounts due.
2
Breach of Covenants
Non-compliance with agreement terms.
3
Material Adverse Change
Significant negative impact on business.
Action framework
ACCEPT
Propose edits if default triggers are too broad or lack cure periods.
EDIT
Reject if the clause includes unreasonable or non-negotiable terms.
ADD
Add language for materiality thresholds and de minimis breaches.
PRO TIP
Always ensure that cure periods are industry-standard and that materiality thresholds are appropriate for the borrower's financial health.
Real-world examples
FAVORABLE
Preferred Events of Default Clause
"An 'Event of Default' shall occur if any of the following events or circumstances shall occur and be continuing: Payment Default, Breach of Covenants, Material Adverse Change, Insolvency, Cross Default."
NEUTRAL
Standard Events of Default Clause
"An 'Event of Default' shall occur if any of the following events or circumstances shall occur and be continuing: Payment Default, Breach of Covenants, Material Adverse Change, Insolvency, Cross Default."
UNFAVORABLE
Overly Broad Default Triggers
"An 'Event of Default' shall occur for any breach of this Agreement, regardless of materiality or cure period."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that default triggers are specific to project milestones and financial thresholds to avoid unnecessary defaults.
Cross-Border Transactions
Consider jurisdictional differences in default definitions and ensure compliance with local laws to prevent unintended defaults.
Start-Up Financing
For start-ups, negotiate for extended cure periods and higher materiality thresholds to accommodate growth and operational challenges.
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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
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