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PLAYBOOK TEMPLATES

Manufacturing Services Agreement

A Manufacturing Services Agreement establishes how a manufacturer will produce goods on behalf of another party, often covering quality, delivery, and intellectual property. This playbook highlights negotiation tactics for pricing, warranty coverage, and supply chain continuity.

Force Majeure & Continuity

Why This Matters: Well-defined force majeure clauses allocate risks during crises, ensuring resilience and legal clarity to minimize operational and financial disruptions.

Negotiation strategy

If you're the Company:

Ensure the clause includes specific events relevant to your operations and allows for flexibility in response strategies. Negotiate for clear notification timelines and relief measures.

If you're the Contractor:

Advocate for a broad definition of force majeure events to cover unforeseen circumstances. Ensure the clause includes reasonable notification and continuity obligations.

Essential elements

1

Force Majeure Events

Defines uncontrollable events.
2

Notification Procedures

Outlines how and when to notify.
3

Continuity Obligations

Sets business continuity measures.

Action framework

ACCEPT

Propose edits if the clause lacks specific events or clear procedures.

EDIT

Reject if the clause is overly broad or vague.

ADD

Add if missing to ensure operational resilience.

PRO TIP

Always align force majeure clauses with your company's risk management strategy.

Example clauses

FAVORABLE

Comprehensive Force Majeure Clause

"In the event of any uncontrollable event, including but not limited to natural disasters, pandemics, or government actions, the affected party shall notify the other party within [specified time frame] and shall be relieved from performance obligations to the extent affected by such event. Both parties commit to maintaining business continuity by implementing reasonable measures to mitigate disruptions."
NEUTRAL

Standard Force Majeure Clause

"Force majeure events shall include acts of God, war, terrorism, and other events beyond the reasonable control of the parties. Notification must be provided within [specified time frame], and relief shall be granted as necessary. Business continuity efforts shall be undertaken to minimize impact."
UNFAVORABLE

Vague Force Majeure Clause

"In case of unforeseen events, parties may delay performance without specific obligations or timelines."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the clause includes detailed risk assessments and specific continuity plans to address potential disruptions.

Cross-Border Transactions

For cross-border transactions, consider jurisdictional differences in defining force majeure events and ensure compliance with local laws.

Supply Chain Agreements

In supply chain agreements, emphasize the importance of timely notifications and collaborative continuity efforts to minimize disruptions.
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