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PLAYBOOK TEMPLATES

Data Processing Agreement (DPA)

A DPA outlines obligations between data controllers and processors regarding the handling of personal data under privacy laws. This playbook discusses key terms including processing scope, security measures, and cross-border transfers.

Liability & Indemnification

Why This Matters: Proportionate liability clauses control potential financial risk and incentivize proper contract performance while protecting both parties from excessive claims.

Negotiation strategy

If you're the Data Controller:

Negotiate for balanced liability caps and ensure carve-outs for gross negligence. Clearly define indemnification triggers to limit exposure.

If you're the Data Processor:

Advocate for reasonable liability limits and ensure indemnification obligations are specific to avoid broad exposure.

Essential elements

1

Liability Caps

Limits on financial responsibility.
2

Gross Negligence Carve-Outs

Excludes gross negligence from caps.
3

Indemnification Triggers

Events activating indemnification.

Action framework

ACCEPT

Propose edits when liability caps are too high or indemnification triggers are vague.

EDIT

Reject clauses that do not include gross negligence carve-outs.

ADD

Add language for clear indemnification triggers if absent.

PRO TIP

Always ensure liability caps do not apply to gross negligence or willful misconduct.

Real-world examples

FAVORABLE

Balanced Liability Clause

"The liability of each party shall be capped at the total contract value, except in cases of gross negligence or willful misconduct."
NEUTRAL

Standard Indemnification Clause

"Each party agrees to indemnify the other for third-party claims arising from breaches of this agreement."
UNFAVORABLE

Uncapped Liability

"The contractor shall be liable for all damages without limitation."

Alternative scenarios & positions

In high-risk projects, ensure liability caps are proportionate to the potential risk and include specific carve-outs for negligence.

Data Breach Incidents

For data breach incidents, indemnification should cover all associated costs, including legal fees and penalties.

Cross-Border Transactions

In cross-border transactions, consider jurisdictional differences in liability and indemnification laws.

Technology & DataPlaybook Template (Pro both parties )

Access all other DocJuris Playbooks

Launch in days, not months

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.

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