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PLAYBOOK TEMPLATES

Letter of Intent (LOI)

A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.

Governing Law & Dispute Resolution

Why This Matters: Without clear rules on law and forum, parties face uncertainty, higher costs, and unpredictable litigation outcomes.

Negotiation strategy

If you're the Buyer:

Negotiate for a jurisdiction with favorable legal precedents and efficient court systems. Ensure arbitration awards are enforceable in the chosen jurisdiction.

If you're the Seller:

Advocate for a neutral jurisdiction that balances interests. Ensure the dispute resolution process is cost-effective and timely.

Essential elements

1

Governing Law Clause

Specifies applicable legal jurisdiction.
2

Dispute Resolution Clause

Outlines arbitration or mediation process.
3

Jurisdiction Clause

Defines court jurisdiction for disputes.

Action framework

ACCEPT

Propose edits if the jurisdiction is unfavorable or the dispute resolution process is unclear.

EDIT

Reject if the clause imposes unreasonable legal risks or costs.

ADD

Add if clauses are missing or incomplete, ensuring clarity and enforceability.

PRO TIP

Always verify the reputation and rules of the specified arbitration institution.

Example clauses

FAVORABLE

Preferred New York Governing Law

"This Agreement shall be governed by and construed in accordance with the laws of New York, without regard to its conflict of law principles."
NEUTRAL

Template Governing Law Clause

"This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of law principles."
UNFAVORABLE

Unclear Dispute Resolution Process

"Disputes shall be resolved as agreed by the parties, without specifying a clear process."

Fallbacks

High-Risk Projects

In high-risk projects, ensure the governing law and dispute resolution clauses are robust to handle potential complexities and liabilities.

Cross-Border Transactions

For cross-border deals, select a neutral jurisdiction and international arbitration institution to mitigate bias and enforceability issues.

Long-Term Contracts

In long-term contracts, include provisions for periodic review of governing law and dispute resolution mechanisms to adapt to changing circumstances.
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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.