5
PLAYBOOK TEMPLATES
Underwriting Agreement
An Underwriting Agreement governs the sale of securities by underwriters on behalf of an issuer. This playbook provides insights on indemnification, representations, and allocation of liability among underwriters.
Indemnification & Liability
Negotiation strategy
Ensure indemnification clauses include clear triggers and exclusions. Advocate for mutual indemnity and specify monetary caps that align with the company's risk appetite.
Negotiate for limitations on liability to direct damages and seek to exclude consequential losses. Aim for reasonable caps and deductible levels to protect against excessive liabilities.
Essential elements
1
Indemnity Triggers
Specific events triggering indemnity.
2
Liability Caps
Monetary limits on liabilities.
3
Exclusions
Carve-outs for specific liabilities.
Action framework
ACCEPT
Propose edits when indemnity triggers or caps are unclear or misaligned with risk management policies.
EDIT
Reject clauses that lack mutual indemnity or fail to include carve-outs for fraud or willful misconduct.
ADD
Add language specifying indemnity triggers, exclusions, and reasonable caps if absent.
PRO TIP
Always ensure indemnity provisions reflect the company's standard risk management policies and include mutual indemnity.
Real-world examples
FAVORABLE
Preferred Indemnity Clause
"Each party shall indemnify and hold harmless the other party from any losses, damages, or liabilities arising from specific triggers, except in cases of fraud or willful misconduct. Liability shall be capped at a specified amount, with a deductible of a specified amount."
NEUTRAL
Standard Indemnity Clause
"Indemnification obligations shall be limited to direct damages and exclude consequential losses, with a liability cap of a specified amount."
UNFAVORABLE
Uncapped Liability Clause
"The indemnifying party shall be liable for all losses, damages, or liabilities without any cap or exclusions."
Alternative scenarios & positions
High-Risk Jurisdictions
In high-risk jurisdictions, additional indemnity protections or adjustments to liability caps may be necessary. Consult with local legal experts to tailor provisions accordingly.
Complex Projects
For complex projects, ensure indemnity clauses cover all potential risks and include detailed exclusions and caps to manage liabilities effectively.
Long-Term Contracts
In long-term contracts, regularly review and update indemnity provisions to reflect changes in risk exposure and business operations.
Access all other DocJuris Playbooks
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.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
Request demo
COMPANY
© 2025 DocJuris, Inc. All rights reserved. Patent Pending.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.