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PLAYBOOK TEMPLATES
Strategic Alliance Agreement
A Strategic Alliance Agreement documents cooperative arrangements between entities for mutual benefit. This playbook highlights IP ownership, performance metrics, and termination strategies.
Liability Caps and Baskets
Negotiation strategy
Negotiate for lower caps on fundamental breaches and higher caps on general covenants to protect against significant financial exposure.
Aim to set reasonable caps that reflect the risk and size of the transaction, ensuring that indemnification is not overly burdensome.
Essential elements
1
Liability Cap
Maximum liability limit.
2
Deductible Basket
Threshold for indemnification claims.
3
De Minimis Threshold
Minimum claim size for indemnification.
Action framework
ACCEPT
Propose edits when caps or thresholds do not align with risk tolerance.
EDIT
Reject clauses that expose to excessive liability without adequate protection.
ADD
Add clauses to establish clear caps and thresholds if missing.
PRO TIP
Always align liability caps with the specific risks and size of the transaction to avoid unexpected liabilities.
Real-world examples
FAVORABLE
Balanced Liability Cap
"The total liability of each Party under this Agreement for all claims, losses, damages, and expenses arising out of or related to this Agreement shall not exceed $1,000,000, except for liabilities arising from fundamental breaches, which shall be capped at $500,000."
NEUTRAL
Standard Deductible Basket
"Indemnification claims shall only be made if the aggregate amount of all claims exceeds the deductible basket of $50,000."
UNFAVORABLE
Excessive Liability Exposure
"The total liability of each Party under this Agreement shall not be capped, exposing both parties to unlimited claims."
Alternative scenarios & positions
High-Risk Transactions
For transactions involving high-risk elements, such as regulatory exposure or significant IP, additional analysis is required to adjust caps and thresholds.
Small-Scale Deals
In smaller deals, consider lower caps and thresholds to reflect the reduced risk and financial exposure.
Cross-Border Transactions
Adjust caps and thresholds to account for varying legal standards and enforcement risks in different jurisdictions.
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WEEK 3
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WEEK 4
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