10
PLAYBOOK TEMPLATES

Sales Agency Agreement

A Sales Agency Agreement defines the relationship between a principal and agent for the promotion and sale of goods or services. This playbook outlines commission structures, exclusivity provisions, and termination rights critical to effective representation.

Force Majeure

Why This Matters: Without clear force majeure terms, parties may dispute responsibility for delays caused by external events. Well-defined clauses allocate risks and preserve contractual stability.

Negotiation strategy

If you're the Company:

Ensure the clause includes a comprehensive list of events and clear notice requirements. Negotiate obligations to mitigate impacts and define suspension of obligations.

If you're the Service Provider:

Advocate for a balanced list of force majeure events and reasonable notice periods. Emphasize the need for mutual protection and performance incentives.

Essential elements

1

Event List

Comprehensive list of events.
2

Notice Requirements

Timeframe for notification.
3

Mitigation Obligations

Efforts to reduce impact.

Action framework

ACCEPT

Propose edits if the clause lacks clarity or comprehensive coverage of events.

EDIT

Reject if the clause is overly restrictive or lacks mutual protection.

ADD

Add if the clause is missing or lacks essential elements.

PRO TIP

Always ensure the clause aligns with company policy and regional enforceability.

Example clauses

FAVORABLE

Preferred Force Majeure Clause

"Force Majeure Event means any event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, war, terrorism, civil commotion, strikes, lockouts, labor disputes, natural disasters, fire, flood, epidemic, pandemic, governmental action, or any other event that could not have been reasonably anticipated or avoided by the affected party."
NEUTRAL

Notice Requirements

"The affected party shall notify the other party in writing as soon as reasonably practicable, and in any event within [X] days of the occurrence of the Force Majeure Event, providing details of the nature, extent, and expected duration of the Force Majeure Event and the obligations affected."
UNFAVORABLE

Suspension of Obligations

"During the continuance of a Force Majeure Event, the obligations of the affected party under this Agreement shall be suspended to the extent that they are affected by the Force Majeure Event. The affected party shall not be liable for any delay or failure in the performance of its obligations due to the Force Majeure Event."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the clause includes specific events relevant to the industry and project scope. Consider additional mitigation strategies.

International Contracts

For international contracts, account for regional variations in enforceability and customary practices. Include specific geopolitical risks.

Long-Term Agreements

In long-term agreements, define clear termination rights for extended force majeure events to maintain business continuity.
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