5
PLAYBOOK TEMPLATES
Joint Venture Agreement
A Joint Venture Agreement defines the governance, contributions, and profit sharing between co-venturing entities. This playbook examines dispute resolution, management control, and exit provisions.
Indemnification
Negotiation strategy
Negotiate for broad indemnification coverage to protect against third-party claims, ensuring monetary caps are reasonable and aligned with risk exposure.
Limit indemnification obligations to specific breaches and set clear monetary caps to manage potential liabilities effectively.
Essential elements
1
Indemnity Triggers
Defines conditions for indemnification.
2
Monetary Caps
Limits total liability exposure.
3
Notification Procedures
Details claim notice requirements.
Action framework
ACCEPT
Propose edits when indemnity triggers are too broad or monetary caps are absent.
EDIT
Reject clauses that expose the party to unlimited liability or lack clear defense procedures.
ADD
Add clauses to cover intellectual property infringement and ensure comprehensive risk allocation.
PRO TIP
Always verify the indemnifying party's ability to fulfill obligations under the indemnity clause.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"The Indemnifying Party shall indemnify, defend, and hold harmless the Indemnified Party from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claims, demands, or actions alleging: (i) breach of any representation, warranty, or covenant made by the Indemnifying Party in this Agreement; (ii) gross negligence or willful misconduct of the Indemnifying Party; or (iii) infringement of any intellectual property rights by the Indemnifying Party."
NEUTRAL
Limitation of Liability
"The total liability of the Indemnifying Party under this Agreement shall not exceed [insert monetary cap], except in cases of fraud, gross negligence, or willful misconduct. The parties agree that this limitation of liability is a reasonable allocation of risk."
UNFAVORABLE
Broad Indemnification Without Caps
"The Indemnifying Party shall indemnify the Indemnified Party for any and all claims without limitation, regardless of the nature or cause."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, indemnification clauses should include specific triggers and higher monetary caps to account for increased potential liabilities.
Cross-Border Transactions
Cross-border transactions may require additional indemnification provisions to address jurisdictional differences and international legal standards.
Technology Agreements
Technology agreements often necessitate intellectual property indemnification to protect against infringement claims, requiring detailed scope and defense procedures.
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WEEK 3
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WEEK 4
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