3
PLAYBOOK TEMPLATES
Partnership Agreement
A Partnership Agreement defines the rights, duties, and profit-sharing arrangements among business partners. This playbook explores governance, capital contributions, and dispute resolution.
Liability Caps and Exclusions
Negotiation strategy
Negotiate a liability cap that reflects the potential risks and ensures financial exposure is limited. Advocate for exclusions on immaterial claims to prevent unnecessary liabilities.
Ensure the liability cap is reasonable and does not overly restrict potential claims. Push for clear definitions of fundamental breaches to protect against severe misconduct.
Essential elements
1
Liability Cap
Sets maximum financial exposure.
2
Exclusion of Immaterial Claims
Excludes minor breaches from liability.
3
Fundamental Breach Carve-Out
Retains liability for severe breaches.
Action framework
ACCEPT
Propose edits if the cap amount is too low or exclusions are unclear.
EDIT
Reject if the clause limits liability for fundamental breaches.
ADD
Add language for mutual liability caps if absent.
PRO TIP
Always ensure that liability caps are mutual to maintain fairness in risk allocation.
Real-world examples
FAVORABLE
Preferred Liability Cap Clause
"The total liability of each party under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of [insert agreed cap amount]."
NEUTRAL
Standard Liability Clause
"Each party's liability is limited to direct damages only."
UNFAVORABLE
Unbalanced Liability Cap
"The liability of the Contractor is capped, but the Company has unlimited liability."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, consider increasing the liability cap to cover potential high-risk exposure and include specific carve-outs for high-risk elements.
Cross-Border Deals
For cross-border deals, ensure liability caps account for jurisdictional differences in legal exposure and potential currency fluctuations.
Technology Agreements
In technology agreements, liability caps should consider potential data breaches and intellectual property risks, with specific exclusions for these areas.
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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
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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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