An Investment Advisory Agreement outlines the relationship between an advisor and client, specifying fiduciary duties and compensation. This playbook emphasizes regulatory compliance, performance reporting, and termination triggers.
Why This Matters: Excessive or undefined defaults can lead to premature enforcement actions and reputational harm. Well-calibrated defaults and remedies ensure reliable enforcement while limiting disruption.
Negotiation strategy
If you're the Company:
Ensure that default triggers are clearly defined and limited to material breaches. Advocate for reasonable cure periods and proportional remedies to protect your interests without causing unnecessary disruption.
If you're the Contractor:
Negotiate to narrow default events to significant breaches only. Seek to include cure periods that allow for resolution of issues and avoid severe penalties for minor infractions.
Essential elements
1
Default Triggers
Conditions constituting a default.
2
Cure Periods
Time allowed to rectify defaults.
3
Remedies
Actions taken upon default.
Action framework
ACCEPT
Propose edits when default triggers are too broad or cure periods are undefined.
EDIT
Reject clauses that allow for immediate termination without opportunity to cure.
ADD
Add language specifying step-in rights for significant breaches.
PRO TIP
Always align default clauses with industry standards and business risk tolerance.
Example clauses
FAVORABLE
Preferred Default Clause
"An Event of Default occurs if the Borrower fails to make any payment due under this Agreement within 30 days of the due date, subject to a cure period of 15 days for non-payment defaults."
NEUTRAL
Standard Default Clause
"An Event of Default includes any material breach of this Agreement not cured within 30 days of notice."
UNFAVORABLE
Overly Broad Default Clause
"An Event of Default occurs for any breach of this Agreement, allowing immediate termination."
Fallbacks
High-Risk Projects
In high-risk projects, consider stricter default triggers and shorter cure periods to mitigate potential losses.
Long-Term Contracts
For long-term contracts, ensure default clauses allow for renegotiation and adjustment over time to reflect changing circumstances.
Cross-Border Transactions
In cross-border transactions, account for jurisdictional differences in default definitions and enforcement actions.
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WEEK 1
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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
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WEEK 3
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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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