3
PLAYBOOK TEMPLATES
Letter of Intent (LOI)
A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Indemnification
Negotiation strategy
Negotiate clear caps and thresholds to limit exposure. Ensure survival terms are aligned with the transaction's duration.
Advocate for reasonable exclusions and ensure indemnification obligations are not overly burdensome.
Essential elements
1
Indemnification Triggers
Conditions activating indemnity obligations.
2
Caps and Thresholds
Limits on indemnity amounts and claims.
3
Survival Terms
Duration of indemnity obligations post-termination.
Action framework
ACCEPT
Propose edits when caps or survival terms are unclear.
EDIT
Reject if indemnification is unlimited or lacks exclusions.
ADD
Add language for jurisdiction-specific enforceability.
PRO TIP
Always align indemnification terms with the business's risk tolerance.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"The indemnification obligations shall be subject to a cap of [insert cap amount] and shall only apply to claims exceeding a threshold of [insert threshold amount]."
NEUTRAL
Standard Indemnification Clause
"Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all losses, liabilities, damages, and expenses arising out of or resulting from breaches or third-party claims."
UNFAVORABLE
Unlimited Indemnification
"Indemnification obligations shall apply to all claims without any cap or threshold."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnification covers specific risks and includes higher caps.
Cross-Border Transactions
Consider jurisdictional differences in indemnification enforceability and consult local experts.
Long-Term Contracts
For long-term contracts, ensure survival terms are sufficient to cover potential future claims.
Access all other DocJuris Playbooks
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WEEK 2
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WEEK 3
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WEEK 4
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