4
PLAYBOOK TEMPLATES
Letter of Intent (LOI)
A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Limitation of Liability
Negotiation strategy
Negotiate for a liability cap that aligns with the financial exposure the Company is willing to accept. Ensure carve-outs for IP infringement and gross negligence are included to protect critical interests.
Aim to set a liability cap that limits exposure while still being acceptable to the Company. Be prepared to discuss carve-outs for IP infringement and gross negligence to reach a balanced agreement.
Essential elements
1
Liability Cap
Maximum recoverable damages amount.
2
Exclusion of Damages
Types of damages not recoverable.
3
Carve-Outs
Exceptions to liability limitations.
Action framework
ACCEPT
Propose edits if the liability cap is too high or carve-outs are missing.
EDIT
Reject if the clause exposes the Company to unlimited liability.
ADD
Add language if the clause is absent to mitigate financial risk.
PRO TIP
Always ensure carve-outs for IP infringement and gross negligence are included to safeguard against significant liabilities.
Real-world examples
FAVORABLE
Preferred Limitation of Liability Cap
"The total liability of either party under this Agreement shall not exceed the amount paid by the Customer to the Supplier under this Agreement during the twelve (12) months preceding the event giving rise to the liability."
NEUTRAL
Standard Liability Clause
"The liability of either party shall be limited to direct damages only."
UNFAVORABLE
Unlimited Liability Exposure
"There shall be no cap on the liability of either party under this Agreement."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the liability cap to reflect the potential for greater damages, while still maintaining carve-outs for critical liabilities.
Technology Transactions
For technology transactions, ensure that carve-outs for IP infringement are robust to protect against potential IP-related claims.
Service Agreements
In service agreements, focus on excluding consequential damages to prevent claims for lost profits or business opportunities.
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WEEK 1
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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
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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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