5
PLAYBOOK TEMPLATES
Outsourcing Agreement
An Outsourcing Agreement governs the delegation of business functions to an external provider, defining scope, service levels, and performance standards. This playbook highlights key risk mitigation strategies for data protection, continuity, and liability allocation.
Indemnification
Negotiation strategy
Negotiate for mutual indemnities to ensure balanced risk allocation. Insist on caps and basket provisions to limit liability exposure.
Ensure indemnification obligations are clearly defined and limited to specific, foreseeable risks. Seek control over defense and settlement of claims.
Essential elements
1
Indemnification Obligations
Defines indemnity responsibilities.
2
Notice and Control of Claims
Outlines claim management process.
3
Limitation of Liability
Caps and limits indemnity exposure.
Action framework
ACCEPT
Propose edits to include caps and basket provisions if absent.
EDIT
Reject clauses with unlimited indemnity without control mechanisms.
ADD
Add language for mutual indemnities and specific risk limitations.
PRO TIP
Always ensure indemnification clauses include clear notice and control provisions to manage potential claims effectively.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (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 to the extent such claims are caused by the Indemnifying Party's breach of its representations, warranties, or obligations under this Agreement."
NEUTRAL
Fallback Indemnification Clause
"If mutual indemnities are not feasible, ensure at least unilateral indemnity with clear limitations."
UNFAVORABLE
Unfavorable Indemnification Clause
"Avoid broad indemnification without caps or control mechanisms."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnification clauses are robust, with detailed risk assessments and higher liability caps to cover potential exposures.
Cross-Border Transactions
For cross-border transactions, consider jurisdictional differences in indemnification laws and adjust clauses to comply with local regulations.
Technology Agreements
In technology agreements, focus on indemnities related to intellectual property infringement and data breaches, with specific caps and control provisions.
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WEEK 1
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WEEK 2
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WEEK 3
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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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