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PLAYBOOK TEMPLATES
Memorandum of Understanding (MOU)
An MOU establishes the foundational understanding between parties prior to definitive agreements. This playbook reviews negotiation of commitments, timelines, and governance structures.
Limitation of Liability
Negotiation strategy
Negotiate for a liability cap that aligns with the transaction value and ensure exclusions for indirect damages. Advocate for carve-outs for fraud and wilful misconduct.
Aim to limit liability exposure by agreeing to mutual caps and ensuring exclusions cover consequential damages. Insist on reasonable thresholds for claims.
Essential elements
1
Liability Cap
Sets maximum liability amount.
2
Exclusions from Liability
Excludes indirect and special damages.
3
Carve-Outs for Key Liabilities
Excludes fraud and misconduct.
Action framework
ACCEPT
Propose edits if liability caps are disproportionate or exclusions are too broad.
EDIT
Reject if the clause unfairly limits key liabilities or lacks mutual caps.
ADD
Add language for jurisdiction-specific requirements or additional carve-outs.
PRO TIP
Always align liability clauses with your insurance coverage to avoid gaps.
Real-world examples
FAVORABLE
Balanced Liability Cap
"The parties agree that the liability caps set forth herein shall apply equally and mutually to both parties, ensuring that neither party is disproportionately exposed to liability under this Agreement."
NEUTRAL
Standard Exclusions
"Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, revenue, or business opportunities, arising out of or related to this Agreement, even if advised of the possibility of such damages."
UNFAVORABLE
Unilateral Liability Cap
"The liability cap applies only to the Contractor, leaving the Company with unlimited exposure."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider higher liability caps and more comprehensive exclusions to account for increased potential damages.
International Agreements
For international agreements, ensure compliance with local laws and consider currency fluctuations in liability caps.
Technology Transactions
In technology transactions, include specific carve-outs for data breaches and intellectual property infringements.
Access all other DocJuris Playbooks
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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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