4
PLAYBOOK TEMPLATES
Mutual Confidentiality (Non-Disclosure Agreement)
A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.
Liability Limitations
Negotiation strategy
Negotiate for a liability cap that aligns with the company's risk tolerance. Ensure carve-outs for indemnity items and include exceptions for fraud and willful misconduct.
Aim to limit liability to a reasonable amount while ensuring that exceptions for fraud and willful misconduct are clearly defined.
Essential elements
1
Liability Cap
Maximum financial exposure limit.
2
Exclusions
Items not covered by liability cap.
3
Liquidated Damages
Pre-agreed compensation for breaches.
Action framework
ACCEPT
Propose edits if liability cap is too high or lacks necessary exceptions.
EDIT
Reject if clause imposes unlimited liability.
ADD
Add clause if missing to ensure liability is capped.
PRO TIP
Always ensure exceptions for fraud and willful misconduct are included to protect against unfair risk allocation.
Real-world examples
FAVORABLE
Reasonable Liability Cap
"The liability of [Party] shall be limited to [amount], except in cases of fraud, willful misconduct, or gross negligence."
NEUTRAL
Standard Liability Clause
"The liability of [Party] shall be limited to [amount], with exceptions for fraud and willful misconduct."
UNFAVORABLE
Unlimited Liability
"The liability of [Party] shall be unlimited."
Alternative scenarios & positions
High-Risk Transactions
High-risk transactions may require tailored liability limitations to address specific risks, consulting with risk management and legal teams.
International Deals
International deals may necessitate adjustments to liability caps due to varying legal standards across jurisdictions.
Technology Contracts
Technology contracts often require specific carve-outs for intellectual property and data breaches.
Access all other DocJuris Playbooks
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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
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
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