2
PLAYBOOK TEMPLATES
Outside Counsel Billing Guidelines
Outside Counsel Billing Guidelines set the standards for law firm engagement, billing, and matter management. This playbook details compliance expectations, expense policies, and audit rights.
Table of Contents
Indemnification Obligations
Negotiation strategy
Ensure the indemnification clause includes specific triggers such as breach of representation, gross negligence, or intellectual property infringement. Negotiate caps and survival periods that align with the company's risk tolerance.
Advocate for reasonable caps on indemnification obligations and ensure exceptions are justified. Propose proportional liability to limit exposure based on fault.
Essential elements
1
Indemnification Triggers
Specific events triggering indemnity.
2
Indemnification Cap
Maximum liability under indemnity.
3
Survival Period
Duration indemnity obligations last.
Action framework
ACCEPT
Propose edits when triggers are not comprehensive or caps are unreasonable.
EDIT
Reject if indemnification obligations are overly broad or lack necessary exceptions.
ADD
Add language for proportional liability or additional triggers if necessary.
PRO TIP
Always align indemnification terms with your company's risk management policies to ensure balanced risk allocation.
Real-world examples
FAVORABLE
Comprehensive Indemnification Triggers
"The Indemnifying Party shall indemnify, defend, and hold harmless the Indemnified Party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of any representation, warranty, or covenant made by the Indemnifying Party in this Agreement; (b) any gross negligence or willful misconduct of the Indemnifying Party; and (c) any infringement or alleged infringement of any intellectual property rights by the Indemnifying Party."
NEUTRAL
Reasonable Indemnification Cap
"The total liability of the Indemnifying Party under this indemnification obligation shall not exceed [insert amount or formula], except in cases of fraud, willful misconduct, or gross negligence, where no such cap shall apply."
UNFAVORABLE
Lack of Indemnification Cap
"The Indemnifying Party shall be liable for all claims without any cap, regardless of the nature of the claim."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnification clauses are robust with higher caps and comprehensive triggers to cover potential liabilities.
Cross-Border Transactions
Consider jurisdictional differences in indemnification laws and adjust clauses to ensure enforceability and adequate protection.
Technology Agreements
Include specific triggers related to data breaches and intellectual property infringement to address unique risks in technology agreements.
Access all other DocJuris Playbooks
Launch in days, not months
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
Request demo
COMPANY
© 2025 DocJuris, Inc. All rights reserved. Patent Pending.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.