An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.
Why This Matters: Inappropriate dispute resolution clauses can cause excessive delay, cost, and uncertainty. A balanced process framework reduces litigation risk and ensures enforceable outcomes.
Negotiation strategy
If you're the Lender:
Ensure the governing law aligns with your business's operational base to minimize legal complexities. Opt for arbitration in a neutral venue to avoid local biases.
If you're the Borrower:
Negotiate for a jurisdiction that offers favorable legal precedents for your industry. Consider mediation as a first step to reduce costs and time.
Essential elements
1
Jurisdiction Selection
Choosing the legal jurisdiction.
2
Dispute Resolution Method
Arbitration or mediation options.
3
Escalation Procedures
Steps before formal proceedings.
Action framework
ACCEPT
Propose edits if the jurisdiction is unfavorable or lacks clarity on dispute resolution methods.
EDIT
Reject clauses that impose excessive burdens or are in jurisdictions with known enforcement issues.
ADD
Add clauses specifying mediation before arbitration to streamline dispute resolution.
PRO TIP
Always ensure the governing law is consistent with the primary location of business operations to avoid jurisdictional surprises.
Example clauses
FAVORABLE
Preferred New York Governing Law
"This Agreement shall be governed by the laws of the State of New York, and any disputes shall be resolved through arbitration in New York City."
NEUTRAL
Fallback Texas Governing Law
"This Agreement shall be governed by the laws of the State of Texas, with disputes resolved through mediation followed by arbitration if necessary."
UNFAVORABLE
Unspecified Governing Law
"The governing law and dispute resolution process shall be determined at the time of dispute."
Fallbacks
Cross-Border Transactions
In cross-border deals, select a neutral jurisdiction to avoid home-court advantages and ensure international enforceability.
High-Value Contracts
For high-value contracts, prioritize jurisdictions with robust legal frameworks to protect significant investments.
Technology Agreements
In tech agreements, choose jurisdictions known for tech-friendly laws to support innovation and IP protection.
FEATURED SOLUTIONS
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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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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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.