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PLAYBOOK TEMPLATES
Reseller Distribution Agreement
A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.
Indemnification
Negotiation strategy
Ensure the indemnification clause is not overly broad. Include carve-outs for gross negligence or willful misconduct to limit liability.
Negotiate for a balanced indemnification clause that includes necessary carve-outs and does not impose undue risk.
Essential elements
1
Scope of Indemnity
Defines the extent of coverage.
2
Carve-Outs
Exclusions for specific liabilities.
3
Jurisdictional Compliance
Adheres to local legal standards.
Action framework
ACCEPT
Propose edits if the clause is overly broad or lacks necessary carve-outs.
EDIT
Reject if the clause imposes unlimited liability without exclusions.
ADD
Add language to ensure jurisdictional compliance and balanced risk allocation.
PRO TIP
Always consult with local counsel to ensure compliance with jurisdiction-specific indemnification requirements.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party agrees to indemnify, defend, and hold harmless the other party from any third-party claims, losses, damages, or liabilities, except to the extent caused by the gross negligence or willful misconduct of the indemnified party."
NEUTRAL
Standard Indemnification Language
"The parties shall indemnify each other against third-party claims, subject to standard exclusions."
UNFAVORABLE
Overly Broad Indemnification
"The Contractor shall indemnify the Company for all claims, without exceptions."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure the indemnification clause includes specific carve-outs and limits to manage potential liabilities effectively.
Cross-Border Transactions
For cross-border transactions, ensure the clause complies with international legal standards and addresses multi-jurisdictional risks.
Technology Agreements
In technology agreements, include specific indemnities for intellectual property infringements and data breaches.
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WEEK 3
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WEEK 4
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