2
PLAYBOOK TEMPLATES
Sale and Contribution Agreement
A Sale and Contribution Agreement formalizes the transfer of assets or capital into a joint entity. This playbook analyzes valuation methods, assumption of liabilities, and closing deliverables.
Indemnification Provisions
Negotiation strategy
Negotiate for broad indemnification terms that cover all potential liabilities, including third-party claims. Ensure that caps and survival periods are reasonable and provide adequate protection.
Aim to limit indemnification obligations to direct damages and set clear caps and survival periods. Seek to exclude indirect or consequential damages where possible.
Essential elements
1
Scope of Indemnity
Defines the extent of coverage.
2
Caps and Baskets
Limits on indemnity amounts.
3
Survival Periods
Duration of indemnity obligations.
Action framework
ACCEPT
Propose edits to ensure comprehensive protection against significant financial exposure.
EDIT
Reject clauses that expose parties to unmitigated risks without clear limitations.
ADD
Add language to cover jurisdiction-specific requirements and ensure compliance.
PRO TIP
Always verify that indemnity clauses align with jurisdictional laws to avoid unenforceable terms.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"Each party agrees to indemnify, defend, and hold harmless the other party from any losses, damages, or liabilities arising from breaches of this agreement or third-party claims, subject to the limitations set forth herein."
NEUTRAL
Fallback Indemnification Clause
"Indemnification obligations shall be limited to direct damages and capped at [specified amount], with a survival period of [specified duration]."
UNFAVORABLE
Broad Indemnification Without Limits
"The party shall indemnify the other for any and all claims without any limitations or caps."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnities cover all potential liabilities, including environmental and safety-related claims, with higher caps.
Cross-Border Transactions
For cross-border deals, include jurisdiction-specific indemnity language to address local legal requirements and potential international claims.
Technology Agreements
In technology contracts, focus on indemnities related to intellectual property infringement and data breaches, with specific caps and survival terms.
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WEEK 3
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WEEK 4
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