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PLAYBOOK TEMPLATES
Master Supply Agreement
A Master Supply Agreement governs the ongoing supply of goods between buyer and supplier, setting pricing, logistics, and quality standards. This playbook provides insights into balancing continuity of supply, cost control, and contractual accountability.
Liability and Indemnification
Negotiation strategy
Ensure the indemnity clause includes clear scope, triggers, and caps. Advocate for carve-outs for gross negligence or willful misconduct to limit exposure.
Negotiate for a balanced indemnity clause that provides mutual protection. Ensure exclusions for gross negligence or willful misconduct are included.
Essential elements
1
Indemnity Scope
Defines the extent of indemnity.
2
Carve-Outs
Exclusions for specific liabilities.
3
Jurisdiction Compliance
Adapts terms to local laws.
Action framework
ACCEPT
Propose edits when the clause lacks balance or necessary carve-outs.
EDIT
Reject if the clause exposes to unlimited liability without exclusions.
ADD
Add language if indemnification is missing or inadequate.
PRO TIP
Always consult local legal experts for jurisdiction-specific indemnification requirements.
Real-world examples
FAVORABLE
Preferred Indemnification Clause
"The parties agree to indemnify each other against third-party claims, excluding those arising from gross negligence or willful misconduct."
NEUTRAL
New York Compliance Clause
"Ensure compliance with New York indemnification standards."
UNFAVORABLE
Unlimited Liability Clause
"The Contractor shall indemnify the Company for all claims without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnity clauses are robust with specific caps and exclusions to manage potential liabilities effectively.
Cross-Border Transactions
For cross-border deals, adjust indemnity terms to align with international laws and mitigate jurisdictional risks.
Technology Agreements
In tech contracts, focus on indemnities related to IP infringement and data breaches, ensuring clear responsibilities and protections.
Access all other DocJuris Playbooks
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
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We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
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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