A Strategic Alliance Agreement documents cooperative arrangements between entities for mutual benefit. This playbook highlights IP ownership, performance metrics, and termination strategies.
Why This Matters: Caps and baskets limit exposure to indemnity claims while ensuring meaningful recourse for significant breaches. Misaligned thresholds can either expose the client to small claims or eliminate remedies for major issues.
Negotiation strategy
If you're the Buyer:
Negotiate for lower caps on fundamental breaches and higher caps on general covenants to protect against significant financial exposure.
If you're the Seller:
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.
Example clauses
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."
Fallbacks
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.
FEATURED SOLUTIONS
Contract Email Agent
Self-service Al for instant contract review and markups.
Never leave your inbox. Effortless contract markups and summaries—delivered straight to your inbox. No signups, no apps, no plugins, no playbooks, no delays.
Import PDF. Redline on DocJuris. Export to Word. Save a day of work.
Import locked PDFs or Word docs and get work done with our world-class contract editing platform. Track your changes and comments and export seamlessly to MS Word without the headaches of clunky add-ins.
Markup clauses in seconds. See the reasoning, stay in control.
Negotiate with confidence using DocJuris’s AI-powered suggestions. Pick a suggested action to balance or lean specific terms in favor of a party. Or, quickly make a clause mutual or simpler with a single click without the back-and-forth.
Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Install Module
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.