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PLAYBOOK TEMPLATES
Security Addendum SOC 2 Compliance
A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.
Liability & Indemnification
Negotiation strategy
Negotiate to cap liability at a reasonable level and ensure indemnities cover IP infringement and data breaches. Insist on exclusions for indirect damages.
Ensure indemnification obligations are limited to direct damages and exclude gross negligence. Propose mutual indemnities for IP and data security.
Essential elements
1
Liability Cap
Limits financial exposure.
2
Indemnification Scope
Defines covered risks.
3
Exclusions
Lists non-covered damages.
Action framework
ACCEPT
Propose edits to align liability caps with industry standards and business risk tolerance.
EDIT
Reject clauses that impose unlimited liability or lack mutual indemnification.
ADD
Add clauses for IP infringement and data breach indemnities if absent.
PRO TIP
Always ensure indemnification clauses include defense obligations to manage legal costs effectively.
Real-world examples
FAVORABLE
Balanced Liability Cap
"The total liability of either party for any claim arising out of or in connection with this agreement shall not exceed the amounts paid or payable by the client under this agreement during the twelve (12) months preceding the event giving rise to such liability."
NEUTRAL
Standard Indemnity Clause
"Each party shall indemnify the other against claims arising from its own negligence."
UNFAVORABLE
Unlimited Liability
"Each party shall be liable for all damages, without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing liability caps and expanding indemnification to cover additional risks such as environmental damage.
Technology Contracts
For technology contracts, ensure indemnities cover IP infringement and data breaches comprehensively, reflecting the higher risk of such incidents.
International Agreements
In international agreements, account for jurisdictional differences in liability and indemnification laws, potentially requiring localized clauses.
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