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PLAYBOOK TEMPLATES
Software Development Agreement
A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.
Liability & Indemnification
Negotiation strategy
Negotiate for clear liability caps and ensure indemnification obligations are reciprocal. Include carve-outs for willful misconduct to protect against excessive risk.
Aim to limit liability exposure by negotiating reasonable caps. Ensure indemnification is balanced and includes necessary carve-outs for specific risks.
Essential elements
1
Limitation of Liability
Caps on financial exposure.
2
Indemnification Scope
Coverage for breaches and claims.
3
Claim Notification
Procedure for notifying claims.
Action framework
ACCEPT
Propose edits when liability caps are too high or indemnification is not reciprocal.
EDIT
Reject clauses that expose to unlimited liability or lack necessary carve-outs.
ADD
Add clauses for reciprocal indemnities and clear claim procedures.
PRO TIP
Always ensure liability caps are aligned with your organization's risk tolerance and industry standards.
Real-world examples
FAVORABLE
Balanced Liability Clause
"Except as otherwise provided herein, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages..."
NEUTRAL
Standard Indemnity Clause
"Each party agrees to indemnify the other party against any claims arising from the indemnifying party's breach of representations and warranties..."
UNFAVORABLE
Unlimited Liability Exposure
"The Contractor shall be liable for all damages, without limitation, arising from any breach of this Agreement..."
Alternative scenarios & positions
High-Risk Jurisdictions
In jurisdictions with high litigation risk, additional legal review is needed to ensure compliance and mitigate potential liabilities.
Technology Contracts
For tech contracts, ensure IP infringement is specifically covered under indemnification to protect proprietary assets.
Cross-Border Agreements
Cross-border agreements may require tailored indemnity clauses to address varying legal standards and enforcement challenges.
Access all other DocJuris Playbooks
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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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