5
PLAYBOOK TEMPLATES
Loan Agreement (Secured)
A Secured Loan Agreement provides financing backed by collateral assets, outlining repayment and enforcement terms. This playbook explains negotiation of covenants, events of default, and security perfection requirements.
Indemnification and Liability
Negotiation strategy
Negotiate to limit indemnification obligations and ensure liability caps are in place. Advocate for exclusions of indirect, consequential, or punitive damages.
Seek to broaden indemnification scope to cover potential risks. Aim to minimize liability caps and include necessary carve-outs for specific scenarios.
Essential elements
1
Indemnification Scope
Defines indemnity coverage limits.
2
Liability Cap
Sets maximum financial exposure.
3
Exclusions
Lists non-covered damages.
Action framework
ACCEPT
Propose edits when indemnification scope is overly broad or lacks necessary exclusions.
EDIT
Reject clauses that expose the client to unlimited liability or lack a liability cap.
ADD
Add clauses when indemnification and liability provisions are missing or insufficient.
PRO TIP
Always ensure indemnification obligations are reciprocal and balanced to protect both parties.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party shall indemnify and hold harmless the other party from any losses, damages, or third-party claims arising directly from its own negligence or willful misconduct, subject to a liability cap of [amount]."
NEUTRAL
Standard Liability Clause
"Indemnification obligations shall be limited to direct damages and exclude any indirect, consequential, or punitive damages."
UNFAVORABLE
Unlimited Liability Exposure
"Each party shall indemnify the other for all losses, damages, or claims without any liability cap."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, indemnification clauses may need to be more comprehensive to cover potential unforeseen liabilities.
International Contracts
International contracts may require jurisdiction-specific indemnification adjustments to comply with local legal standards.
Joint Ventures
Joint ventures often necessitate mutual indemnification clauses to ensure balanced risk allocation between parties.
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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
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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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