6
PLAYBOOK TEMPLATES
Data Sharing Data License Agreement
A Data Sharing & Data License Agreement defines rights and restrictions for exchanging or licensing data assets. This playbook examines usage limitations, confidentiality, and indemnification for data misuse.
Limitation of Liability
Negotiation strategy
Negotiate a liability cap that aligns with your risk tolerance. Ensure carve-outs for critical liabilities like data breaches and IP infringement are included.
Aim to limit liability to a reasonable cap, but be prepared to accept carve-outs for data breaches and IP infringement to address client concerns.
Essential elements
1
Liability Cap
Maximum financial exposure limit.
2
Data Breach Carve-Out
Excludes data breaches from cap.
3
IP Infringement Carve-Out
Excludes IP issues from cap.
Action framework
ACCEPT
Propose edits if the liability cap is too high or lacks necessary carve-outs.
EDIT
Reject if the clause exposes the company to unlimited liability.
ADD
Add if missing to prevent unlimited financial exposure.
PRO TIP
Always ensure carve-outs for data breaches and IP infringement are included to protect against significant risks.
Real-world examples
FAVORABLE
Preferred Liability Clause
"Except as otherwise provided herein, in no event shall either party be liable to the other for any indirect, incidental, consequential, special, or exemplary damages arising from or related to this Agreement, including, but not limited to, lost profits, business interruption, or loss of business information, even if such party has been advised of the possibility of such damages."
NEUTRAL
Standard Liability Cap
"The total aggregate liability of either party under this Agreement shall not exceed the amount paid by the Customer to the Provider under this Agreement during the twelve (12) months preceding the event giving rise to the claim. This limitation shall apply regardless of the form of action, whether in contract, tort, or otherwise."
UNFAVORABLE
Unlimited Liability Exposure
"The Provider shall be liable for all damages arising from this Agreement without any cap or limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, consider increasing the liability cap and ensuring comprehensive carve-outs to cover all potential liabilities.
Sensitive Data Contracts
Contracts involving sensitive data may require stricter liability terms and additional carve-outs to protect against data breaches.
Intellectual Property Agreements
IP agreements should include specific carve-outs for infringement to mitigate risks associated with IP violations.
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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
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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
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