5
PLAYBOOK TEMPLATES
Manufacturing Services Agreement
A Manufacturing Services Agreement establishes how a manufacturer will produce goods on behalf of another party, often covering quality, delivery, and intellectual property. This playbook highlights negotiation tactics for pricing, warranty coverage, and supply chain continuity.
Indemnification Provisions
Negotiation strategy
Ensure the indemnification clause includes mutual obligations to protect against third-party claims. Define the scope clearly and include limitations such as liability caps.
Negotiate for specific exclusions and limitations on indemnity obligations. Ensure the clause does not impose unreasonable burdens or risks.
Essential elements
1
Mutual Indemnification
Both parties indemnify each other.
2
Scope of Indemnity
Defines covered claims and losses.
3
Liability Cap
Limits financial exposure.
Action framework
ACCEPT
Propose edits to ensure mutual indemnification and clear scope definition.
EDIT
Reject if the clause imposes unilateral obligations without limitations.
ADD
Add language to cover specific third-party claims and include liability caps.
PRO TIP
Always align indemnity clauses with company risk policies and consult with risk management.
Real-world examples
FAVORABLE
Preferred Clause
"Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to [specific events]."
NEUTRAL
Standard Indemnification Clause
"Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to [specific events]."
UNFAVORABLE
Unilateral Indemnity
"The indemnifying party shall indemnify and hold harmless the indemnified party against any claims arising from [specific events], subject to a liability cap of [amount]."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnity clauses cover specific risks such as environmental damage or data breaches, with appropriate caps.
Cross-Border Transactions
For cross-border deals, consider jurisdiction-specific indemnity laws and ensure compliance with local regulations.
Intellectual Property
In IP-heavy contracts, include indemnity for IP infringement claims and define the scope to cover all relevant IP rights.
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WEEK 3
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WEEK 4
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