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PLAYBOOK TEMPLATES

Service Level Agreement (SLA)

An SLA establishes measurable service performance standards between provider and customer. This playbook explains methods to draft enforceable metrics, remedies for non-performance, and escalation procedures.

Governing Law & Dispute Resolution

Why This Matters: Ambiguity in governing law or dispute procedures can trigger jurisdictional battles and high legal expenses. Clear provisions enable predictable and efficient dispute outcomes.

Negotiation strategy

If you're the Company:

Ensure the governing law is favorable to your business operations, such as New York law, known for its predictability. Advocate for arbitration to minimize litigation costs.

If you're the Contractor:

Negotiate for a jurisdiction that aligns with your operational base to reduce travel and legal costs. Consider arbitration to expedite dispute resolution.

Essential elements

1

Governing Law

Specifies applicable legal jurisdiction.
2

Dispute Resolution

Outlines methods for resolving disputes.
3

Jurisdiction

Defines court or arbitration venue.

Action framework

ACCEPT

Propose edits if the jurisdiction is unfavorable or lacks clarity in dispute resolution methods.

EDIT

Reject clauses that impose excessive legal risks or costs.

ADD

Add clauses to specify arbitration rules and preferred jurisdiction.

PRO TIP

Prioritize jurisdictions with established legal frameworks to ensure predictability.

Example clauses

FAVORABLE

Preferred New York Governing Law

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

Standard Arbitration Clause

"Any dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association."
UNFAVORABLE

Unclear Jurisdiction Clause

"The Agreement shall be subject to the laws of an unspecified jurisdiction."

Fallbacks

High-Risk Projects

For high-risk projects, ensure the governing law and dispute resolution methods are robust to handle potential complexities.

International Contracts

In international contracts, consider neutral jurisdictions and international arbitration to avoid bias.

Small-Scale Agreements

For small-scale agreements, simplify dispute resolution to reduce costs and time.
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