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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

Why This Matters: Unbounded or one-sided indemnities can expose a party to unlimited financial obligations, undermining risk management and potentially threatening solvency.

Negotiation strategy

If you're the Buyer:

Ensure the indemnity clause includes clear scope, triggers, and caps. Advocate for carve-outs for gross negligence or willful misconduct to limit exposure.

If you're the Supplier:

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.

Example clauses

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."

Fallbacks

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.
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