8
PLAYBOOK TEMPLATES
Management Consulting Agreement
A Management Consulting Agreement governs advisory or professional services engagements. This playbook explores fee structures, confidentiality, and limitation of liability provisions.
Indemnification & Liability
Negotiation strategy
Ensure indemnification clauses cover breaches, acts, omissions, and intellectual property issues. Set liability caps that reflect the contract's value and potential risks.
Negotiate to limit indemnification obligations to direct damages and exclude indirect or consequential losses. Advocate for reasonable liability caps and adequate insurance coverage.
Essential elements
1
Indemnification Clause
Covers third-party claims and damages.
2
Limitation of Liability
Caps on financial exposure.
3
Insurance Requirements
Mandates adequate insurance coverage.
Action framework
ACCEPT
Propose edits if indemnification scope is too broad or liability caps are insufficient.
EDIT
Reject clauses that expose parties to unlimited liability or lack insurance requirements.
ADD
Add clauses to address specific risks or enhance liability caps.
PRO TIP
Always align indemnification and liability clauses with your business's risk management strategy.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (the 'Indemnified Party'), 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 in connection with any third-party claim alleging: (i) any breach of the Indemnifying Party's representations, warranties, or obligations under this Agreement; (ii) any act or omission of the Indemnifying Party in connection with the performance of its obligations under this Agreement; or (iii) any infringement or misappropriation of any intellectual property rights by the Indemnifying Party."
NEUTRAL
Insurance Requirements Clause
"Each party shall, at its own expense, maintain and carry in full force and effect insurance with financially sound and reputable insurers, which includes, but is not limited to, commercial general liability insurance, professional liability insurance, and workers' compensation insurance, with coverage amounts that are customary and adequate for the nature of the party's business and the risks associated with this Agreement. Each party shall provide the other party with a certificate of insurance evidencing such coverage upon request."
UNFAVORABLE
Cap on Liability Clause
"The parties agree that the maximum aggregate liability of either party arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the greater of (i) the total fees paid by the Client under this Agreement in the twelve (12) months preceding the claim, or (ii) $500,000. This limitation shall not apply to liability arising from a party's gross negligence, willful misconduct, or indemnification obligations."
Alternative scenarios & positions
High-Risk Contracts
Contracts involving high-value transactions or significant risk exposure require tailored indemnification and liability provisions.
Technology Agreements
In technology agreements, ensure indemnification covers intellectual property infringements and data breaches.
International Deals
For international deals, consider jurisdictional differences in liability and indemnification laws.
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