2
PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Indemnification
Negotiation strategy
Negotiate for a broad indemnification clause that covers all potential liabilities, including third-party claims. Ensure caps and baskets are set at levels that reflect your risk tolerance.
Limit indemnification obligations to specific, foreseeable risks. Advocate for reasonable caps and baskets to protect against excessive liability.
Essential elements
1
Indemnification Obligations
Defines scope of indemnity.
2
Caps and Baskets
Limits on indemnity amounts.
3
Survival Period
Duration of indemnity obligations.
Action framework
ACCEPT
Propose edits to include specific caps and baskets that align with the client's risk tolerance.
EDIT
Reject clauses that expose the client to unlimited liability without exceptions.
ADD
Add language to clarify notice and defense procedures for claims.
PRO TIP
Always ensure indemnification terms are clear and enforceable to prevent future disputes.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"Each party (the 'Indemnifying Party') agrees to indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party, or any negligence or willful misconduct by the Indemnifying Party in connection with the performance of its obligations under this Agreement."
NEUTRAL
Fallback Indemnification Clause
"The Indemnifying Party's liability under this indemnification shall be subject to a cap of [insert cap amount], except in cases of fraud, intentional misrepresentation, or willful misconduct, where no cap shall apply. Additionally, indemnification shall only be applicable once the aggregate amount of indemnifiable claims exceeds a threshold of [insert basket amount], after which the Indemnified Party may recover the full amount of such claims."
UNFAVORABLE
Uncapped Indemnification
"The Indemnifying Party shall indemnify the Indemnified Party for all claims without any cap or threshold, regardless of the nature of the claim."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, consider increasing caps or removing baskets to ensure adequate protection. Consult with the client to determine acceptable risk levels and adjust the indemnification terms accordingly.
Cross-Border Deals
In cross-border deals, account for jurisdictional differences in liability laws. Ensure indemnification terms are enforceable in all relevant jurisdictions.
Technology Agreements
For technology agreements, include specific indemnities for intellectual property infringement to protect against third-party claims.
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WEEK 1
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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
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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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