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PLAYBOOK TEMPLATES

Joint Development Agreement (JDA)

A JDA sets forth terms for collaborative product or technology development, addressing ownership, confidentiality, and IP outcomes. This playbook highlights best practices for defining contributions, milestones, and dispute resolution.

Indemnification & Liability

Why This Matters: Appropriately scoped indemnities and liability caps guard against excessive financial exposure and encourage both parties to manage risk responsibly.

Negotiation strategy

If you're the Company A:

Negotiate for broad indemnification coverage from the Contractor, ensuring it includes third-party claims and IP infringement. Aim to set a reasonable cap on liability that reflects the contract's value.

If you're the Company B:

Limit indemnification obligations to direct claims and ensure liability caps are proportionate to the contract's scope. Seek exclusions for indirect damages and ensure carve-outs for IP claims are clear.

Essential elements

1

Indemnification Scope

Coverage for third-party claims.
2

Liability Cap

Maximum financial exposure limit.
3

Exclusions

Exceptions to liability limitations.

Action framework

ACCEPT

Propose edits when indemnification scope is too narrow or liability caps are unreasonably high.

EDIT

Reject clauses that expose the company to unlimited liability or lack necessary carve-outs.

ADD

Add language to address specific risks like IP infringement or jurisdictional requirements.

PRO TIP

Always ensure indemnification clauses are backed by sufficient insurance coverage to mitigate potential financial risks.

Real-world examples

FAVORABLE

Comprehensive Indemnification Clause

"Party A shall indemnify, defend, and hold harmless Party B, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claim alleging infringement of intellectual property rights by Party A's products or services."
NEUTRAL

Standard Liability Limitation

"Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, even if advised of the possibility of such damages."
UNFAVORABLE

Unlimited Liability Exposure

"The liability of either party for any claims arising out of this Agreement shall be unlimited."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, ensure indemnification includes specific risks like environmental damage or data breaches, and adjust liability caps accordingly.

Cross-Border Transactions

For cross-border deals, consider jurisdiction-specific indemnification requirements and liability limitations to comply with local laws.

Technology Agreements

In tech contracts, focus on IP infringement indemnities and ensure liability caps reflect potential losses from data breaches or service outages.

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Launch in days, not months

Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.

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