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PLAYBOOK TEMPLATES
Construction Build-Out Agreement
A Construction & Build-Out Agreement governs property improvements or fit-outs between owner and contractor. This playbook discusses scheduling, change order processes, and liability for defects.
Liability and Indemnity
Negotiation strategy
Negotiate for indemnity clauses that include carve-outs for gross negligence and willful misconduct. Ensure liability caps are reasonable and reflect the contract's value.
Seek to limit indemnity obligations to direct damages only. Advocate for liability caps that are proportionate to the risk exposure.
Essential elements
1
Indemnity Obligations
Defines parties' indemnification responsibilities.
2
Liability Cap
Sets maximum financial exposure limit.
3
Carve-Outs
Excludes gross negligence and misconduct.
Action framework
ACCEPT
Propose edits when liability caps are too high or indemnity obligations are overly broad.
EDIT
Reject clauses that lack carve-outs for gross negligence or have unlimited liability.
ADD
Add language to include carve-outs and set liability limits.
PRO TIP
Always align indemnity clauses with the company's risk management policies.
Real-world examples
FAVORABLE
Balanced Indemnity Clause
"Each party shall indemnify and hold harmless the other party from any claims, damages, or liabilities arising from gross negligence or willful misconduct. Liability shall be capped at [insert amount], excluding indirect or consequential damages."
NEUTRAL
Standard Indemnity Clause
"Indemnification obligations shall exclude gross negligence and willful misconduct, with liability capped at [insert amount]."
UNFAVORABLE
Unlimited Liability Clause
"Each party shall indemnify the other for all claims without any liability cap."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, ensure liability caps are thoroughly analyzed and consult senior legal counsel for adequacy.
Jurisdiction-Specific Requirements
Adjust indemnity and liability provisions to comply with jurisdiction-specific legal requirements.
Cross-Border Agreements
Consider currency fluctuations and international legal standards when setting liability caps.
Access all other DocJuris Playbooks
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WEEK 1
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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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