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PLAYBOOK TEMPLATES
Sales Agreement (Goods Supply Contract)
A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.
Force Majeure
Negotiation strategy
Ensure the clause includes a comprehensive list of force majeure events and a clear notice requirement. Advocate for a reasonable duration for suspension of obligations and termination rights.
Negotiate for a balanced definition of force majeure events to avoid abuse. Ensure the clause includes a prompt notice requirement and reasonable mitigation efforts.
Essential elements
1
Force Majeure Definition
Defines events beyond control.
2
Notice Requirement
Mandates prompt communication.
3
Termination for Extended Force Majeure
Allows termination after prolonged event.
Action framework
ACCEPT
Propose edits if the clause lacks a clear notice requirement or if the list of events is too narrow.
EDIT
Reject if the clause allows parties to escape obligations unjustifiably.
ADD
Add if the clause is missing to protect against unforeseen events.
PRO TIP
Ensure the clause is neither too broad nor too narrow, maintaining a balance that protects against genuine disruptions.
Example clauses
FAVORABLE
Preferred 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, labor strikes, governmental actions, natural disasters, or any other similar events that prevent the affected party from performing its obligations under this Agreement.
NEUTRAL
Standard 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, labor strikes, governmental actions, natural disasters, or any other similar events that prevent the affected party from performing its obligations under this Agreement. In the event of a Force Majeure Event, the affected party shall notify the other party in writing as soon as reasonably practicable, providing details of the event and its expected duration. The affected party shall use all reasonable endeavors to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible.
UNFAVORABLE
Excessive Termination Period
"If a Force Majeure Event continues for a period exceeding 120 days, either party may terminate this Agreement by giving written notice to the other party."
Fallbacks
High-Risk Projects
In high-risk projects, ensure the force majeure clause is robust, with a detailed list of events and a clear process for notification and mitigation.
International Contracts
For international contracts, consider including specific geopolitical events and local regulations that may impact performance.
Supply Chain Agreements
In supply chain agreements, focus on events that could disrupt logistics and delivery, ensuring prompt communication and mitigation strategies.
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Contract Playbook Templates
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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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