4
PLAYBOOK TEMPLATES
Loan Agreement (Unsecured)
An Unsecured Loan Agreement establishes credit terms without collateral, relying on borrower creditworthiness. This playbook focuses on interest provisions, representations, and remedies for nonpayment.
Indemnification Provisions
Negotiation strategy
Negotiate for clear caps on liability and ensure that indemnification obligations are proportionate to the risk assumed. Insist on prompt notice of claims to manage potential liabilities effectively.
Seek to limit indemnification obligations to specific breaches and known risks. Ensure that any indemnity obligations are capped and that there are clear procedures for handling claims.
Essential elements
1
Indemnification Obligations
Defines scope of indemnity.
2
Claim Procedures
Outlines process for claims.
3
Baskets and Caps
Limits on indemnity liability.
Action framework
ACCEPT
Propose edits when indemnity terms are too broad or lack clarity on procedures.
EDIT
Reject clauses that impose unlimited liability or lack proportionality.
ADD
Add language to clarify claim procedures and establish liability caps.
PRO TIP
Always ensure indemnification provisions are aligned with the overall risk management strategy of the business.
Real-world examples
FAVORABLE
Balanced Indemnification Clause
"Each party shall indemnify the other for losses arising from breaches, subject to a cap of $500,000."
NEUTRAL
Standard Indemnification Language
"The Indemnifying Party shall indemnify the Indemnified Party for any losses resulting from breaches."
UNFAVORABLE
Unlimited Indemnity
"The Indemnifying Party shall indemnify the Indemnified Party for all losses without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, indemnification provisions should include higher caps and more detailed claim procedures to manage potential liabilities effectively.
Cross-Border Transactions
For cross-border transactions, consider local legal requirements and potential jurisdictional issues when drafting indemnification clauses.
Technology Agreements
In technology agreements, ensure indemnification covers intellectual property infringements and data breaches, with specific caps and procedures.
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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
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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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