6
PLAYBOOK TEMPLATES
Software License Agreement
A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.
Indemnification & Liability Caps
Negotiation strategy
Ensure indemnification obligations are mutual and liability caps are reasonable. Include carve-outs for willful misconduct and fraud.
Negotiate for a liability cap that reflects the contract's value and ensure indemnification is limited to direct damages.
Essential elements
1
Indemnification Obligations
Mutual indemnification for third-party claims.
2
Liability Cap
Limit liability to contract value.
3
Carve-Outs
Exclusions for willful misconduct.
Action framework
ACCEPT
Propose edits if liability caps are too high or indemnification is one-sided.
EDIT
Reject clauses that lack mutual indemnification or reasonable liability caps.
ADD
Add language for carve-outs and proportional cost allocation.
PRO TIP
Always ensure indemnification clauses are clear and liability caps are aligned with the contract's financial scope.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging infringement of any intellectual property rights by the Indemnifying Party's products or services, or any breach of the Indemnifying Party's representations, warranties, or obligations under this Agreement."
NEUTRAL
Standard Liability Cap
"Each party's liability shall be limited to direct damages up to the amount paid under this Agreement, excluding willful misconduct or gross negligence."
UNFAVORABLE
Uncapped Liability Clause
"The Indemnifying Party shall be liable for all damages without limitation, regardless of the nature of the claim."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing liability caps and ensuring comprehensive indemnification to cover potential extensive damages.
International Contracts
For international contracts, ensure compliance with local laws and adjust indemnification and liability clauses to reflect jurisdictional requirements.
Technology Transactions
In technology transactions, focus on IP infringement indemnification and ensure liability caps reflect the potential impact of tech failures.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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