2
PLAYBOOK TEMPLATES
Settlement & Mutual Release Agreement
A Settlement & Mutual Release Agreement resolves disputes and releases parties from future claims. This playbook outlines negotiation of consideration, confidentiality, and release scope.
Indemnities & Liability Cap
Negotiation strategy
Negotiate for broad indemnities covering all potential breaches and ensure liability caps are set at a level that reflects the transaction's risk profile.
Aim to narrow the scope of indemnities and negotiate higher liability caps to limit exposure. Ensure carveouts are specific and justified.
Essential elements
1
Indemnity Scope
Coverage of breaches and risks.
2
Liability Cap
Maximum financial responsibility.
3
Carveouts
Exceptions to liability limits.
Action framework
ACCEPT
Propose edits when liability caps are too low or indemnity scope is too broad.
EDIT
Reject clauses that lack necessary carveouts for key risks.
ADD
Add language for specific carveouts and adjust liability caps as needed.
PRO TIP
Always align indemnity and liability provisions with the client's risk tolerance and transaction specifics.
Real-world examples
FAVORABLE
Comprehensive Indemnity Clause
"The Indemnifying Party shall indemnify, defend, and hold harmless the Indemnified Party from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty, covenant, or agreement of the Indemnifying Party contained in this Agreement."
NEUTRAL
Standard Liability Cap
"The total liability of the Indemnifying Party under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed the aggregate amount of [insert specific amount or formula], except in cases of fraud, willful misconduct, or gross negligence."
UNFAVORABLE
Lack of Carveouts
"The liability cap applies to all claims without exception, including breaches of confidentiality and intellectual property rights."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnity clauses are comprehensive and liability caps are adjusted to reflect the increased risk exposure.
Cross-Border Transactions
Consider jurisdictional differences in liability and indemnity laws, and adjust clauses to ensure enforceability across borders.
Technology Agreements
Focus on intellectual property and data protection carveouts, as these are critical in technology-related agreements.
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WEEK 3
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