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PLAYBOOK TEMPLATES
Guarantee & Security Agreement
A Guarantee & Security Agreement provides collateral and personal guarantees securing performance or payment obligations. This playbook details drafting considerations for enforcement rights, perfection, and priority of security interests.
Indemnities and Liability Caps
Negotiation strategy
Negotiate for specific indemnity triggers and clearly defined excluded liabilities. Ensure aggregate caps reflect acceptable risk levels and align with the company's risk management strategy.
Advocate for reasonable indemnity triggers and exclusions that protect against excessive liability. Propose aggregate caps that are fair and consistent with industry standards.
Essential elements
1
Indemnity Triggers
Specific events triggering indemnity.
2
Excluded Liabilities
Liabilities not covered by indemnity.
3
Aggregate Caps
Maximum liability limit.
Action framework
ACCEPT
Propose edits when indemnity triggers or caps do not align with business goals.
EDIT
Reject clauses that expose parties to unlimited liability or lack clear exclusions.
ADD
Add clauses when indemnity and liability caps are missing or insufficient.
PRO TIP
Always ensure indemnity clauses are jurisdiction-specific to comply with local legal standards.
Real-world examples
FAVORABLE
Preferred Indemnity Clause
"The indemnifying party shall indemnify the indemnified party against all losses arising from third-party claims, subject to an aggregate liability cap of [amount]. Excluded liabilities include [specific exclusions]."
NEUTRAL
Standard Indemnity Clause
"Indemnification shall be provided for losses arising from third-party claims, with an aggregate cap of [amount]."
UNFAVORABLE
Unlimited Indemnity Clause
"The indemnifying party shall indemnify the indemnified party against all losses without any cap or exclusions."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, indemnity clauses should include higher caps and more specific triggers to address the increased potential for claims.
Cross-Border Transactions
Cross-border transactions require indemnity clauses that account for varying legal standards and potential jurisdictional conflicts.
Technology Contracts
Technology contracts may necessitate indemnity clauses that specifically address intellectual property claims and data breaches.
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WEEK 3
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WEEK 4
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