3
PLAYBOOK TEMPLATES
Sales Agency Agreement
A Sales Agency Agreement defines the relationship between a principal and agent for the promotion and sale of goods or services. This playbook outlines commission structures, exclusivity provisions, and termination rights critical to effective representation.
Liability & Indemnification
Negotiation strategy
Negotiate for a liability cap that reflects the total contract value and ensure carve-outs for gross negligence. Advocate for indemnification clauses that require prompt notification and cooperation.
Aim to limit liability to direct damages and seek to include a liability cap. Ensure indemnification obligations are reasonable and contingent upon the other party's compliance with notification requirements.
Essential elements
1
Limitation of Liability
Caps on financial exposure.
2
Indemnification
Protection against third-party claims.
3
Carve-Outs
Exceptions for gross negligence.
Action framework
ACCEPT
Propose edits if liability caps are too high or carve-outs are missing.
EDIT
Reject clauses that impose unlimited liability without exceptions.
ADD
Add clauses for indemnification and carve-outs if absent.
PRO TIP
Always ensure liability caps are aligned with industry standards and include carve-outs for gross negligence.
Real-world examples
FAVORABLE
Preferred Limitation of Liability
"Except as otherwise provided in this Agreement, neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits or revenue, arising out of or relating to this Agreement, regardless of whether such liability is based on breach of contract, tort, strict liability, or otherwise, and even if advised of the possibility of such damages."
NEUTRAL
Standard Liability Cap
"The total liability of either party for any and all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by the Client under this Agreement during the twelve (12) months preceding the event giving rise to such liability."
UNFAVORABLE
Unlimited Liability
"Each party shall be liable for all damages arising out of this Agreement without any limitation."
Alternative scenarios & positions
High-Risk Jurisdictions
In jurisdictions with high litigation risk, such as California or New York, additional scrutiny and potentially more stringent liability and indemnification terms are required.
International Contracts
For international agreements, consider local laws and potential cross-border enforcement issues when drafting liability and indemnification clauses.
Technology Transactions
In tech deals, ensure liability clauses cover data breaches and intellectual property infringements, which are common risks.
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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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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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