7
PLAYBOOK TEMPLATES
Patent License Agreement
A Patent License Agreement grants rights to use, manufacture, or sell an invention covered by a patent. This playbook focuses on negotiating royalty structures, field-of-use restrictions, and ownership of improvements.
Indemnification & Liability
Negotiation strategy
The Licensee should ensure that indemnification clauses are limited to direct damages and exclude indirect or consequential damages. Additionally, negotiate for a cap on liability that reflects the value of the contract.
The Licensor should seek broad indemnification from the Licensee, covering all potential third-party claims related to the Licensee's use of the licensed materials. Ensure that the Licensee maintains adequate insurance coverage.
Essential elements
1
Indemnification Obligations
Defines scope of indemnity.
2
Limitation of Liability
Caps on damages and liabilities.
3
Insurance Requirements
Mandates insurance coverage levels.
Action framework
ACCEPT
Propose edits if the indemnification scope is too broad or lacks clarity on covered claims.
EDIT
Reject clauses that impose unlimited liability or lack mutual indemnification.
ADD
Add clauses to address specific risks or jurisdictional requirements not covered.
PRO TIP
Always ensure that indemnification clauses are reciprocal and clearly define the scope of covered claims.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"The Licensee shall indemnify, defend, and hold harmless the Licensor from any third-party claims arising from the Licensee's use of the Licensed Patents."
NEUTRAL
Standard Liability Clause
"Each party shall be liable for its own acts and omissions under this Agreement."
UNFAVORABLE
"The Licensor shall indemnify the Licensee for all claims, regardless of fault."
High-Risk Projects
Alternative scenarios & positions
Cross-Border Agreements
For cross-border agreements, ensure indemnification clauses comply with international laws and address currency and jurisdictional issues.
Technology Licenses
In technology licenses, include specific indemnities for intellectual property infringement and data breaches.
Licensing & IPPlaybook Template (Pro both parties )
Access all other DocJuris Playbooks
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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
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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
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