4
PLAYBOOK TEMPLATES
Master Services Agreement (MSA)
An MSA sets the overarching terms governing ongoing services between parties, providing a foundation for future statements of work or projects. This playbook breaks down best practices for managing risk, defining scope, and balancing flexibility with legal protection.
Liability and Indemnification
Negotiation strategy
Negotiate a liability cap that aligns with industry standards and protects against excessive financial exposure. Ensure indemnification provisions are comprehensive, covering all relevant risks.
Advocate for a reasonable liability cap that reflects the scope of work and potential risks. Seek to include carve-outs for gross negligence or willful misconduct to limit exposure.
Essential elements
1
Liability Cap
Limits financial exposure amount.
2
Indemnification Scope
Defines covered risks and claims.
3
Carve-Outs
Excludes gross negligence or misconduct.
Action framework
ACCEPT
Propose edits if the liability cap is too high or indemnification scope is too narrow.
EDIT
Reject if the clause lacks a liability cap or necessary carve-outs.
ADD
Add provisions if missing to ensure balanced risk allocation.
PRO TIP
Always verify that liability caps and indemnification terms align with industry standards and company policies.
Real-world examples
FAVORABLE
Preferred Liability and Indemnification Clause
"The liability of each party shall be capped at [amount]. Each party agrees to indemnify and hold harmless the other from third-party claims, except in cases of gross negligence or willful misconduct."
NEUTRAL
Fallback Liability Clause
"Liability shall be limited to [amount], with indemnification provided for third-party claims, excluding gross negligence."
UNFAVORABLE
Unlimited Liability Clause
"Each party shall be liable for all damages without any cap or exclusions."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the liability cap and expanding indemnification to cover additional risks.
International Contracts
For international contracts, ensure liability and indemnification terms comply with local laws and consider currency fluctuations in liability caps.
Small-Scale Agreements
In small-scale agreements, a lower liability cap may be appropriate, with simplified indemnification terms.
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WEEK 1
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WEEK 2
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WEEK 3
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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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