8
PLAYBOOK TEMPLATES
Independent Contractor Agreement
An Independent Contractor Agreement defines engagement terms for non-employee service providers. This playbook guides drafting on scope of work, ownership of deliverables, and classification risk mitigation.
Indemnification & Liability
Negotiation strategy
Ensure the indemnification clause covers all potential liabilities, including third-party claims, and caps liability at a reasonable level.
Negotiate to limit the scope of indemnification and ensure liability is capped to avoid excessive financial exposure.
Essential elements
1
Indemnification Clause
Covers third-party claims.
2
Limitation of Liability
Caps total liability amount.
3
Exclusion of Consequential Damages
Excludes indirect damages.
Action framework
ACCEPT
Propose edits if the indemnification scope is too broad or liability caps are too high.
EDIT
Reject if the clause exposes the company to unlimited liability or lacks mutual indemnification.
ADD
Add language to clarify third-party claim handling and jurisdiction-specific requirements.
PRO TIP
Always ensure indemnification clauses are reciprocal to balance risk between parties.
Real-world examples
FAVORABLE
Comprehensive Indemnification by Contractor
"The Contractor shall indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any negligent act or omission, willful misconduct, or breach of this Agreement by the Contractor or its agents."
NEUTRAL
Standard Limitation of Liability
"Notwithstanding anything to the contrary in this Agreement, the total liability of either party to the other for any and all claims, losses, or damages arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed an amount equal to three times the total fees paid under this Agreement."
UNFAVORABLE
Unlimited Liability Exposure
"The Contractor shall be liable for all damages, without limitation, arising from any breach of this Agreement."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing liability caps and ensuring comprehensive indemnification to cover potential significant losses.
International Contracts
For international contracts, ensure indemnification clauses comply with local laws and address cross-border liabilities.
Technology Agreements
In technology agreements, focus on excluding consequential damages related to data loss or breaches.
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WEEK 1
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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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