7
PLAYBOOK TEMPLATES

Advertising Agency Agreement

An Advertising Agency Agreement governs creative and media services provided by an agency to a client. This playbook discusses ownership of deliverables, approval processes, and termination rights.

Indemnification Provisions

Why This Matters: Without clear indemnities, parties may face unexpected liabilities and legal costs. Well-defined provisions protect against third-party claims and financial exposure.

Negotiation strategy

If you're the Client:

Ensure the indemnity provisions are comprehensive, covering all potential third-party claims. Negotiate for a reasonable cap on liability to protect against excessive financial exposure.

If you're the Agency:

Focus on limiting the scope of indemnity to specific, foreseeable risks. Advocate for exclusions in cases of gross negligence or willful misconduct by the Company.

Essential elements

1

Scope of Indemnity

Defines covered claims.
2

Notification of Claims

Procedure for claim notice.
3

Indemnity Cap

Limits financial liability.

Action framework

ACCEPT

Propose edits if the indemnity scope is too broad or lacks necessary exclusions.

EDIT

Reject if indemnity obligations are unreasonably burdensome or one-sided.

ADD

Add language for specific risks not covered, such as data breaches.

PRO TIP

Always ensure indemnity caps are aligned with the potential risk exposure and industry standards.

Example clauses

FAVORABLE

Comprehensive Indemnity Clause

"Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party (the 'Indemnified Party') from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any third-party claim alleging that the Indemnifying Party's intellectual property infringes upon any patent, copyright, trademark, or other proprietary right of any third party."
NEUTRAL

Standard Indemnity Clause

"The Indemnifying Party shall indemnify the Indemnified Party against claims arising from the Indemnifying Party's actions, subject to agreed limitations."
UNFAVORABLE

Overly Broad Indemnity

"The Indemnifying Party shall indemnify the Indemnified Party for all claims, regardless of fault or negligence."

Fallbacks

High-Risk Projects

In high-risk projects, ensure indemnity provisions are robust, covering all potential liabilities, and consider higher caps or no caps at all.

Cross-Border Transactions

For cross-border deals, tailor indemnity clauses to address jurisdictional differences and potential international claims.

Technology Agreements

In tech agreements, focus on IP infringement indemnities and ensure coverage for data breaches and cyber incidents.
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