4
PLAYBOOK TEMPLATES
Research Collaboration Agreement
A Research Collaboration Agreement outlines cooperative research activities between institutions or companies. This playbook discusses IP ownership, publication rights, and funding obligations.
Indemnification & Liability
Negotiation strategy
Ensure indemnification obligations are mutual and cover breaches, negligence, and IP infringements. Verify that liability caps are set at a reasonable level, typically not exceeding the total contract value over the past 12 months.
Negotiate for specific carve-outs from liability caps, such as for gross negligence or willful misconduct. Ensure indemnification obligations are clear and limited to direct actions.
Essential elements
1
Indemnification Obligations
Mutual coverage for breaches and negligence.
2
Liability Cap
Limits total financial exposure.
3
Carve-Outs
Exceptions to liability limitations.
Action framework
ACCEPT
Propose edits when liability caps are unreasonably high or indemnification is one-sided.
EDIT
Reject clauses that impose unlimited liability or lack mutual indemnification.
ADD
Add clauses to address missing indemnification or liability cap provisions.
PRO TIP
Always ensure indemnification covers all necessary parties and scenarios to avoid unexpected liabilities.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"Party A shall indemnify, defend, and hold harmless Party B, its affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any third-party claims related to (i) Party A's breach of any representation, warranty, or covenant under this Agreement, (ii) Party A's negligence or willful misconduct, or (iii) any infringement or alleged infringement of any intellectual property rights by Party A."
NEUTRAL
Liability Cap Clause
"Notwithstanding anything to the contrary in this Agreement, the total liability of each party to the other party for any and all claims arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by Party A to Party B under this Agreement during the twelve (12) months preceding the event giving rise to such liability."
UNFAVORABLE
Carve-Outs from Liability Cap
"The liability cap set forth in this Agreement shall not apply to (i) any indemnification obligations under this Agreement, (ii) damages arising from a party's gross negligence or willful misconduct, or (iii) any breach of confidentiality obligations."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that indemnification covers all potential liabilities, including environmental and safety breaches, to protect against significant financial exposure.
Cross-Border Transactions
For cross-border transactions, consider local laws and regulations that may impact indemnification and liability terms, ensuring compliance and enforceability.
Technology Agreements
In technology agreements, focus on IP infringement indemnification to protect against third-party claims related to software and technology use.
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