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PLAYBOOK TEMPLATES

Material Transfer Agreement (MTA)

An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.

Indemnification and Liability

Why This Matters: Improper indemnity clauses can expose either party to unlimited liability and significant financial risk.

Negotiation strategy

If you're the Provider:

Ensure indemnity covers medical malpractice claims and includes specific language to address potential liabilities arising from patient care.

If you're the Recipient:

Focus on product liability and regulatory compliance indemnity, ensuring coverage for claims related to drug safety and efficacy.

Essential elements

1

Indemnity Cap

Limits total indemnity liability.
2

Liability Limitation

Restricts types of recoverable damages.
3

Exceptions

Outlines exclusions to limitations.

Action framework

ACCEPT

Propose edits when clauses do not align with risk management strategies or industry standards.

EDIT

Reject clauses that expose parties to unlimited liability without adequate protection.

ADD

Add clauses to address uncovered risks or specific industry requirements.

PRO TIP

Always ensure indemnity clauses are tailored to the specific risks and regulatory environment of the industry.

Real-world examples

FAVORABLE

Balanced Indemnity Clause

"Party A shall indemnify Party B for claims arising from Party A's negligence, capped at $1 million."
NEUTRAL

Standard Indemnity Clause

"Each party shall indemnify the other for direct damages only."
UNFAVORABLE

Unlimited Indemnity Exposure

"Party A shall indemnify Party B for all claims without limitation."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, consider increasing indemnity caps and including specific exclusions for high-impact events.

Cross-Border Transactions

Address jurisdictional differences in liability laws and ensure compliance with international standards.

Emerging Technologies

Include clauses that address potential liabilities from the use of new technologies, such as AI or biotechnology.

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WEEK 1
CLM Readiness and Design
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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