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PLAYBOOK TEMPLATES

Partnership Agreement

A Partnership Agreement defines the rights, duties, and profit-sharing arrangements among business partners. This playbook explores governance, capital contributions, and dispute resolution.

Indemnification

Why This Matters: Balanced indemnification provisions ensure seller accountability for breaches and buyer protection against indemnifiable losses without open-ended liability.

Negotiation strategy

If you're the Buyer:

Negotiate for clear indemnity triggers and ensure the indemnity cap is sufficient to cover potential losses. Advocate for survival terms that extend beyond the contract's termination.

If you're the Seller:

Limit indemnity obligations by negotiating a reasonable cap and basket. Ensure exclusions are comprehensive to avoid excessive liability.

Essential elements

1

Indemnity Triggers

Conditions activating indemnity.
2

Indemnity Cap

Maximum liability limit.
3

Survival Terms

Duration post-agreement.

Action framework

ACCEPT

Propose edits if indemnity triggers are vague or if the cap is too low.

EDIT

Reject if indemnity obligations are unlimited or overly burdensome.

ADD

Add language for specific exclusions or survival terms if missing.

PRO TIP

Always align indemnity terms with the company's risk tolerance and strategic objectives.

Example clauses

FAVORABLE

Comprehensive Indemnity Obligations

"The Indemnifying Party shall indemnify, defend, and hold harmless the Indemnified Party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party, or any negligent or wrongful act or omission of the Indemnifying Party."
NEUTRAL

Indemnity Basket Threshold

"The Indemnifying Party's obligation to indemnify the Indemnified Party shall not apply until the aggregate amount of all claims for indemnification exceeds $10,000 (the 'Basket'), at which point the Indemnifying Party shall be liable for all amounts, including those within the Basket."
UNFAVORABLE

Excessive Indemnity Cap

"The total liability of the Indemnifying Party under this indemnity shall not exceed $500,000 (the 'Cap'), except in cases of fraud, willful misconduct, or gross negligence, where no such cap shall apply."

Fallbacks

High-Risk Transactions

For transactions involving high-value assets or significant liabilities, enhanced indemnity protections may be required to adequately cover potential liabilities.

Cross-Border Deals

Consider jurisdictional differences in indemnity enforcement and adjust terms to ensure compliance with local laws.

Technology Agreements

Include specific indemnity clauses for intellectual property infringements and data breaches to address sector-specific risks.
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