2
PLAYBOOK TEMPLATES
Operating Agreement
An Operating Agreement governs internal management and ownership rights of a limited liability company. This playbook highlights voting procedures, capital contributions, and dissolution mechanics.
Indemnification Provisions
Negotiation strategy
Negotiate for broad indemnification coverage to include all potential liabilities. Ensure that the indemnity covers both direct and indirect damages, and seek to limit the survival period to a reasonable timeframe.
Aim to narrow the scope of indemnification to specific breaches and exclude indirect damages. Propose a cap on liability and a basket threshold to manage exposure.
Essential elements
1
Indemnity Scope
Defines covered claims and liabilities.
2
Limitations on Indemnity
Excludes certain types of damages.
3
Survival Period
Duration indemnity obligations last.
Action framework
ACCEPT
Propose edits when the indemnity scope is too broad or lacks clarity on limitations.
EDIT
Reject clauses that impose unlimited liability or lack a survival period.
ADD
Add language to include specific indemnity caps and thresholds.
PRO TIP
Always align indemnity terms with the company's risk management strategy to avoid unforeseen liabilities.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Party A shall indemnify, defend, and hold harmless Party B from any and all losses arising from breaches of this Agreement."
NEUTRAL
Standard Indemnification Clause
"The indemnification obligations apply to all third-party claims, regardless of legal theory."
UNFAVORABLE
Overbroad Indemnification Clause
"Party A shall indemnify Party B for any and all claims, without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, expand indemnity to cover additional potential liabilities and consider higher caps and thresholds.
Cross-Border Transactions
Ensure indemnity terms comply with international laws and consider currency fluctuations in liability caps.
Technology Agreements
Include specific indemnity for intellectual property breaches and data security incidents.
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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
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