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PLAYBOOK TEMPLATES
Joint Defense & Common Interest Agreement
A Joint Defense & Common Interest Agreement protects privileged communications among aligned parties in litigation. This playbook provides guidance on scope, waiver risks, and confidentiality obligations.
Table of Contents
Indemnification & Liability
Negotiation strategy
Ensure indemnification obligations are reciprocal and cover all potential liabilities. Negotiate liability caps that align with industry standards and the company's risk appetite.
Advocate for clear indemnity triggers and reasonable liability caps. Propose survival periods that reflect the contractor's risk management strategy.
Essential elements
1
Indemnification Obligations
Defines indemnity triggers and scope.
2
Limitation of Liability
Caps financial exposure for claims.
3
Survival Period
Duration indemnification obligations last.
Action framework
ACCEPT
Propose edits when liability caps are too high or indemnity triggers are unclear.
EDIT
Reject clauses that expose the company to unlimited liability or lack mutual indemnification.
ADD
Add clauses when absent to ensure risk allocation and financial responsibility.
PRO TIP
Always ensure indemnification clauses are reciprocal and liability caps are clearly defined.
Example clauses
FAVORABLE
Preferred Indemnification Clause
"Each party (the 'Indemnifying Party') agrees to indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by the Indemnifying Party, or any third-party claims related to the Indemnifying Party's actions or omissions in connection with this Agreement."
NEUTRAL
Standard Liability Cap
"Except for liabilities arising from gross negligence, willful misconduct, or fraud, the total liability of each party under this Agreement shall not exceed [insert amount] in aggregate."
UNFAVORABLE
Unlimited Liability Exposure
"The Contractor shall indemnify the Company for all claims without any cap on liability."
Fallbacks
High-Risk Transactions
In high-risk transactions, conduct a detailed risk assessment to determine appropriate indemnification and liability terms. Consider additional carve-outs or increased liability caps.
Cross-Border Agreements
For cross-border agreements, ensure indemnification clauses comply with local laws and consider currency fluctuations in liability caps.
Technology Contracts
In technology contracts, include specific indemnities for intellectual property infringement and data breaches.
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