3
PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Liability Caps
Negotiation strategy
Negotiate a liability cap that aligns with industry standards and reflects the company's risk management strategy. Ensure exclusions for gross negligence and confidentiality breaches are included.
Aim to set a liability cap that limits financial exposure while allowing for meaningful remedies. Advocate for exclusions that protect against disproportionate risks.
Essential elements
1
Limitation of Liability
Caps on recoverable damages.
2
Exclusions from Liability Cap
Exceptions to liability limits.
3
Equitable Remedies
Non-monetary relief options.
Action framework
ACCEPT
Propose edits if the cap is too low or lacks standard exclusions.
EDIT
Reject if the clause imposes unlimited liability or lacks enforceability.
ADD
Add if missing to ensure financial exposure is limited.
PRO TIP
Always ensure the liability cap is proportionate to the potential risks involved in the transaction.
Real-world examples
FAVORABLE
Preferred Limitation of Liability
"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, even if advised of the possibility of such damages."
NEUTRAL
Standard Liability Cap
"The total liability of either party for any and all claims, losses, or damages arising out of or related to this Agreement shall not exceed the total amount paid by the Client under this Agreement during the twelve (12) months preceding the event giving rise to the claim."
UNFAVORABLE
Unlimited Liability
"Each party shall be liable for all damages arising out of or related to this Agreement without any cap or limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the liability cap to account for potential significant financial exposure. Ensure exclusions are comprehensive.
Confidentiality Breaches
For agreements involving sensitive information, ensure that breaches of confidentiality are excluded from the liability cap.
Indemnification Obligations
In scenarios with significant indemnification obligations, ensure these are excluded from the liability cap to protect against disproportionate 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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