6
PLAYBOOK TEMPLATES
Joint Venture Agreement
A Joint Venture Agreement defines the governance, contributions, and profit sharing between co-venturing entities. This playbook examines dispute resolution, management control, and exit provisions.
Limitation of Liability
Negotiation strategy
Negotiate for a reasonable liability cap that reflects the value of the contract and the potential risks involved. Ensure that exclusions do not limit essential remedies, and advocate for carve-outs in cases of willful misconduct.
Aim to minimize the liability cap to protect against excessive financial exposure. Insist on excluding indirect damages and ensure that any carve-outs are narrowly defined to prevent undue liability.
Essential elements
1
Liability Cap
Sets maximum financial exposure.
2
Exclusion of Damages
Excludes indirect and consequential damages.
3
Carve-Outs
Exceptions for willful misconduct.
Action framework
ACCEPT
Propose edits when the liability cap is unreasonably high or exclusions limit core remedies.
EDIT
Reject if the clause fails to include necessary carve-outs for willful misconduct.
ADD
Add language to preserve core remedies and ensure compliance with jurisdictional standards.
PRO TIP
Always verify the liability cap against industry norms and adjust to reflect acceptable risk levels.
Real-world examples
FAVORABLE
Balanced Liability Cap
"Except as otherwise provided herein, the total liability of each party under this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed [insert amount] in aggregate."
NEUTRAL
Standard Exclusion of Indirect Damages
"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, revenue, or business opportunities, arising out of or related to this Agreement, regardless of whether such damages were foreseeable or whether the party has been advised of the possibility of such damages."
UNFAVORABLE
Lack of Carve-Outs
"The limitation of liability and exclusion of damages apply to all liabilities, without exception."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the liability cap to account for the greater potential for significant damages. Ensure that carve-outs are comprehensive to cover all foreseeable risks.
Cross-Border Agreements
For cross-border agreements, ensure compliance with international liability standards and adjust the clause to reflect varying jurisdictional requirements.
Technology Transactions
In technology transactions, focus on preserving remedies for intellectual property infringements and data breaches, as these are critical to the business.
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