3
PLAYBOOK TEMPLATES
Sales Agreement (Goods Supply Contract)
A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.
Liability and Indemnification
Negotiation strategy
Negotiate a liability cap that aligns with industry standards and limits exposure to a reasonable amount. Ensure indemnification is mutual and excludes gross negligence, willful misconduct, or fraud.
Advocate for a balanced indemnification clause that protects against disproportionate risk. Propose a liability cap that reflects the scope and value of the contract.
Essential elements
1
Limitation of Liability
Caps on financial exposure.
2
Indemnification
Protection against third-party claims.
3
Exclusions from Indemnification
Limits on indemnity obligations.
Action framework
ACCEPT
Propose edits if the liability cap is too high or indemnification is not mutual.
EDIT
Reject clauses with unlimited liability or unilateral indemnification.
ADD
Add clauses if liability and indemnification are not addressed.
PRO TIP
Always ensure liability caps are reasonable and indemnification is mutual to protect both parties.
Real-world examples
FAVORABLE
Preferred Liability and Indemnification Clause
"Except as otherwise provided in this Agreement, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, revenue, or business opportunities, arising out of or related to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages."
NEUTRAL
Fallback Liability Cap
"The total liability of either party for any and all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by the Buyer under this Agreement during the twelve (12) months preceding the event giving rise to the claim."
UNFAVORABLE
Unfavorable Unlimited Liability Clause
"Avoid clauses that impose unlimited liability or unilateral indemnification obligations."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure liability caps are adjusted to reflect the increased potential for claims. Consider additional insurance requirements to mitigate risk.
International Agreements
For international agreements, review jurisdiction-specific indemnification requirements and adjust clauses to ensure compliance with local laws.
Technology Transactions
In technology transactions, focus on limiting liability for data breaches and intellectual property claims. Ensure indemnification covers these specific risks.
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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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