7
PLAYBOOK TEMPLATES
Investment Advisory Agreement
An Investment Advisory Agreement outlines the relationship between an advisor and client, specifying fiduciary duties and compensation. This playbook emphasizes regulatory compliance, performance reporting, and termination triggers.
Indemnities & Liability Limits
Negotiation strategy
Negotiate indemnity caps that reflect the transaction's value and risk. Ensure survival periods match the expected duration of potential claims and include explicit carve-outs for gross negligence or fraud.
Advocate for reasonable indemnity caps and exclusions that align with industry standards. Ensure that indemnity obligations are not overly burdensome and reflect the financial stability of the parties involved.
Essential elements
1
Indemnity Obligations
Compensation for specified losses.
2
Liability Caps
Limits on financial responsibility.
3
Exclusions
Carve-outs for gross negligence.
Action framework
ACCEPT
Propose edits when indemnity caps are misaligned with transaction risk.
EDIT
Reject clauses that lack exclusions for gross negligence or fraud.
ADD
Add clauses when indemnity and liability limits are absent.
PRO TIP
Always ensure indemnity terms are consistent with company policy and past transactions.
Real-world examples
FAVORABLE
Preferred Clause
"The indemnifying party shall indemnify and hold harmless the indemnified party from any losses arising from claims, provided that liability shall not exceed [specified cap], except in cases of gross negligence or fraud."
NEUTRAL
Fallback Clause
"Indemnification obligations are subject to a cap of [specified cap], with exclusions for intentional misconduct."
UNFAVORABLE
Unlimited Indemnity
"The indemnifying party shall indemnify the indemnified party for all losses without any cap or exclusions."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, consider higher caps or additional carve-outs. Engage risk management for input on appropriate limits.
Low-Risk Transactions
For low-risk transactions, use standard caps and survival periods. Ensure basic exclusions are in place.
Cross-Border Deals
In cross-border deals, account for jurisdictional differences in liability laws and adjust indemnity terms accordingly.
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WEEK 3
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WEEK 4
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