An MOU establishes the foundational understanding between parties prior to definitive agreements. This playbook reviews negotiation of commitments, timelines, and governance structures.
Why This Matters: Disputes under an unfavorable jurisdiction or unclear procedures can be time-consuming and expensive. A predictable resolution framework reduces litigation risk and fosters faster outcomes.
Negotiation strategy
If you're the Party A:
Ensure the governing law is favorable to your business operations and legal strategy. Opt for arbitration to maintain confidentiality and control over the dispute resolution process.
If you're the Party B:
Negotiate for a neutral jurisdiction that does not disadvantage your position. Consider mediation as a first step to resolve disputes amicably and cost-effectively.
Essential elements
1
Governing Law
Jurisdiction governing the contract.
2
Dispute Resolution
Mechanism for resolving disputes.
3
Timelines for Resolution
Time limits for dispute processes.
Action framework
ACCEPT
Propose edits if the jurisdiction is unfavorable or if timelines are too restrictive.
EDIT
Reject if the clause imposes excessive costs or risks.
ADD
Add language for arbitration or mediation if missing.
PRO TIP
Always specify clear timelines for dispute resolution to avoid prolonged litigation.
Example clauses
FAVORABLE
Arbitration with Defined Timelines
"Any dispute shall be settled by arbitration in accordance with the [insert arbitration rules], initiated within 30 days of the dispute."
NEUTRAL
Standard Jurisdiction Clause
"This Agreement shall be governed by the laws of [insert jurisdiction]."
UNFAVORABLE
Unclear Dispute Resolution Process
"Disputes shall be resolved as agreed by the parties, without specific timelines."
Fallbacks
Cross-Border Transactions
In cross-border deals, ensure the governing law is internationally recognized and arbitration is preferred to avoid local court biases.
High-Value Contracts
For high-value contracts, include detailed arbitration procedures to protect significant investments and interests.
Long-Term Agreements
In long-term agreements, consider periodic reviews of the governing law and dispute resolution clauses to adapt to changing legal landscapes.
FEATURED SOLUTIONS
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WEEK 1
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WEEK 2
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WEEK 3
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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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