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

Why This Matters: Clear indemnity and liability provisions prevent open-ended obligations and ensure risk is proportionate to the contract value.

Negotiation strategy

If you're the Client:

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.

If you're the Agency:

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.

Example clauses

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."

Fallbacks

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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