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PLAYBOOK TEMPLATES
ISDA Master Agreement
An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.
Indemnification Provisions
Negotiation strategy
Negotiate for a clear indemnity cap to limit liability exposure. Ensure the survival period aligns with the risk profile of the transaction.
Advocate for a reasonable indemnity basket to avoid liability for minor claims. Ensure clarity in the notice of claim procedures.
Essential elements
1
Indemnity Cap
Limits on liability exposure.
2
Indemnity Basket
Threshold for claim liability.
3
Survival Period
Duration of indemnity obligations.
Action framework
ACCEPT
Propose edits when the indemnity cap is too high or the survival period is too long.
EDIT
Reject clauses that expose unlimited liability or lack clarity in claim procedures.
ADD
Add language for specific high-risk scenarios or additional protections.
PRO TIP
Always align indemnification provisions with the transaction's risk profile and business objectives.
Real-world examples
FAVORABLE
Preferred Indemnity Cap
"The liability of the Indemnifying Party under this Agreement shall not exceed [insert amount or formula], except in cases of fraud, willful misconduct, or gross negligence."
NEUTRAL
Standard Indemnification Clause
"The indemnification obligations set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of [insert time period], except for claims arising from fraud, which shall survive indefinitely."
UNFAVORABLE
Unlimited Liability Exposure
"The Indemnifying Party shall be liable for all claims without any cap or threshold."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, consider higher indemnity caps and extended survival periods to mitigate increased risk.
Cross-Border Deals
Adjust indemnification provisions to account for jurisdictional differences and potential legal complexities.
Technology Contracts
Include specific indemnities for intellectual property breaches and data security incidents.
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