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PLAYBOOK TEMPLATES

Settlement & Mutual Release Agreement

A Settlement & Mutual Release Agreement resolves disputes and releases parties from future claims. This playbook outlines negotiation of consideration, confidentiality, and release scope.

Governing Law & Jurisdiction

Why This Matters: A well-chosen governing law and forum can reduce litigation costs and procedural uncertainty. This is critical to efficiently enforce rights and resolve disputes.

Negotiation strategy

If you're the Party A:

The Company should select a jurisdiction with favorable laws and reliable courts to ensure predictability and minimize costs. Consider jurisdictions with a history of fair rulings in similar cases.

If you're the Party B:

The Contractor should negotiate for a jurisdiction that is convenient and familiar, potentially reducing travel and legal costs. Ensure the chosen jurisdiction does not disadvantage the Contractor's position.

Essential elements

1

Governing Law

Determines applicable legal framework.
2

Jurisdiction

Specifies court for dispute resolution.
3

Venue

Location for legal proceedings.

Action framework

ACCEPT

Propose edits if the jurisdiction is not neutral or imposes undue burdens.

EDIT

Reject if the clause selects a jurisdiction with known biases or high costs.

ADD

Add language to clarify service of process and waiver of objections.

PRO TIP

Always verify the enforceability of the chosen jurisdiction's laws in the context of the contract.

Example clauses

FAVORABLE

Preferred Governing Law

"This Agreement shall be governed by and construed in accordance with the laws of [Selected Common Law Jurisdiction], without regard to its conflict of laws principles."
NEUTRAL

Standard Jurisdiction Clause

"Each party agrees to submit to the jurisdiction of the courts of [Selected Common Law Jurisdiction]."
UNFAVORABLE

Unclear Jurisdiction

"The jurisdiction for disputes shall be determined at a later date."

Fallbacks

High-Risk Projects

In high-risk projects, select a jurisdiction with robust legal protections to mitigate potential disputes.

Cross-Border Transactions

For cross-border deals, choose a neutral jurisdiction to avoid home-court advantage for either party.

Small Business Contracts

For small businesses, prioritize jurisdictions with lower litigation costs to preserve resources.
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