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PLAYBOOK TEMPLATES
Sale and Contribution Agreement
A Sale and Contribution Agreement formalizes the transfer of assets or capital into a joint entity. This playbook analyzes valuation methods, assumption of liabilities, and closing deliverables.
Liability Limitations
Negotiation strategy
Negotiate for a liability cap that aligns with your risk tolerance. Ensure carve-outs for fraud and gross negligence are included to protect against significant breaches.
Aim to limit liability to direct damages only, excluding consequential damages. Ensure the cap is reasonable and carve-outs are clearly defined.
Essential elements
1
Liability Cap
Sets maximum financial exposure.
2
Exclusion of Damages
Excludes indirect and consequential damages.
3
Carve-Outs
Exceptions for fraud and gross negligence.
Action framework
ACCEPT
Propose edits if the liability cap is too high or exclusions are too broad.
EDIT
Reject if liability limitations expose to undue risk.
ADD
Add language if liability limitations are missing.
PRO TIP
Always ensure carve-outs for fraud and gross negligence are clearly defined to protect against significant breaches.
Real-world examples
FAVORABLE
Preferred Liability Clause
"The liability of each party under this agreement shall be limited to direct damages not exceeding [X]% of the total contract value, excluding consequential damages, with carve-outs for fraud, gross negligence, and intellectual property infringement."
NEUTRAL
Standard Liability Clause
"Liability under this agreement shall be capped at [X]% of the total contract value, excluding consequential damages, with specific carve-outs for fraud, gross negligence, and intellectual property."
UNFAVORABLE
Broad Liability Exclusion
"Liability shall be limited to direct damages only, with no exceptions for fraud or gross negligence."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure liability caps are higher to account for potential significant losses. Carve-outs should be comprehensive to cover all foreseeable risks.
Intellectual Property Concerns
For agreements involving significant IP, ensure carve-outs for IP infringement are detailed and protective to mitigate potential losses.
International Transactions
In international deals, consider local laws that may impact liability limitations and adjust caps and carve-outs accordingly.
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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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