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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.
Example clauses
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."
Fallbacks
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.
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WEEK 3
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WEEK 4
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