3
PLAYBOOK TEMPLATES
Memorandum of Understanding (MOU)
An MOU establishes the foundational understanding between parties prior to definitive agreements. This playbook reviews negotiation of commitments, timelines, and governance structures.
Indemnification
Negotiation strategy
Negotiate for a cap on indemnification liability to limit financial exposure. Ensure exclusions for indirect damages and require prompt notification of claims.
Seek to include broad indemnification obligations to cover all potential liabilities. Aim to limit exclusions and ensure the right to control defense of claims.
Essential elements
1
Indemnification Obligations
Compensation for losses and liabilities.
2
Limitations on Indemnification
Caps and duration of liability.
3
Exclusions from Indemnification
Exceptions to indemnity obligations.
Action framework
ACCEPT
Propose edits to include specific caps and exclusions that align with industry standards.
EDIT
Reject clauses that impose unlimited liability or lack clear exclusions.
ADD
Add language to address specific liabilities or jurisdictions not covered.
PRO TIP
Always ensure indemnification clauses are reviewed by legal counsel to align with jurisdictional requirements.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party agrees to indemnify the other for losses arising from breaches, subject to a cap of $1 million."
NEUTRAL
Standard Indemnification Terms
"The Indemnifying Party shall indemnify the Indemnified Party for any third-party claims."
UNFAVORABLE
Unlimited Indemnification Liability
"The Indemnifying Party shall indemnify for all losses without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the indemnification cap and including specific liabilities related to project risks.
Cross-Border Transactions
For cross-border deals, ensure indemnification terms comply with international laws and address currency fluctuations.
Technology Agreements
In tech contracts, include indemnification for intellectual property infringements and data breaches.
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WEEK 1
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WEEK 2
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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
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