6
PLAYBOOK TEMPLATES
Sponsorship Agreement
A Sponsorship Agreement outlines the terms under which one party provides funding or support for promotional exposure. This playbook details exclusivity, deliverables, and termination for reputational risk.
Indemnification & Liability
Negotiation strategy
Ensure indemnification covers third-party claims related to intellectual property infringement and legal violations. Confirm liability cap excludes gross negligence, willful misconduct, and confidentiality breaches.
Negotiate to limit indemnification obligations to areas within the Agency's control. Advocate for reasonable liability caps to protect against disproportionate financial exposure.
Essential elements
1
Indemnification Triggers
Defines when indemnification applies.
2
Liability Cap
Limits total financial exposure.
3
Exceptions to Liability
Outlines exclusions to liability cap.
Action framework
ACCEPT
Propose edits when indemnification scope is too broad or liability caps are unreasonably low.
EDIT
Reject clauses that impose unlimited liability or lack clear indemnification triggers.
ADD
Add clauses to address jurisdiction-specific indemnification requirements or additional exceptions.
PRO TIP
Always align indemnification and liability terms with the client's risk management strategy.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"The Agency shall indemnify, defend, and hold harmless the Client, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any third-party claim alleging that the services provided by the Agency infringe any intellectual property rights or violate any applicable law."
NEUTRAL
Liability Cap Clause
"Except for liabilities arising from the Agency's gross negligence, willful misconduct, or breach of confidentiality obligations, the total liability of the Agency to the Client 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 by the Client to the Agency under this Agreement during the twelve (12) months preceding the event giving rise to the claim."
UNFAVORABLE
Exceptions Clause
"Notwithstanding the foregoing, the liability cap shall not apply to: (i) damages resulting from the Agency's fraud or intentional misconduct; (ii) indemnification obligations under this Agreement; and (iii) any breach of the Agency's obligations regarding confidentiality and data protection."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing liability caps and expanding indemnification triggers to cover additional potential risks.
International Agreements
For international agreements, ensure indemnification clauses comply with local laws and address cross-border liabilities.
Technology Transactions
In technology transactions, focus on indemnification for intellectual property infringement and data breaches.
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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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