3
PLAYBOOK TEMPLATES
Operating Agreement
An Operating Agreement governs internal management and ownership rights of a limited liability company. This playbook highlights voting procedures, capital contributions, and dissolution mechanics.
Limitation of Liability
Negotiation strategy
Ensure the liability cap is reasonable and includes carve-outs for intentional misconduct and IP indemnities. This protects against unbounded financial exposure.
Negotiate for higher liability caps if the project involves high-risk activities or significant IP components. Ensure carve-outs are clearly defined.
Essential elements
1
Liability Cap
Maximum financial exposure limit.
2
Carve-Outs
Exceptions to liability limitations.
3
Indemnity Obligations
Protection against third-party claims.
Action framework
ACCEPT
Propose edits if liability caps are too low or carve-outs are missing.
EDIT
Reject if the clause exposes to unbounded liability without carve-outs.
ADD
Add language for specific carve-outs or higher caps for high-risk projects.
PRO TIP
Always align liability terms with the company's risk management strategy.
Real-world examples
FAVORABLE
Standard Limitation of Liability Clause
"Except as otherwise provided in this Agreement, 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 data, whether in an action in contract, tort (including but not limited to negligence), or otherwise, even if the party has been advised of the possibility of such damages. The total liability of either party for any claim arising out of or in connection with this Agreement shall not exceed the amounts paid or payable by the Client under this Agreement during the twelve (12) months preceding the event giving rise to such liability."
NEUTRAL
Basic Liability Clause
"Liability is limited to direct damages only, not exceeding the contract value."
UNFAVORABLE
Unlimited Liability Clause
"Each party shall be liable for all damages, without limitation."
Alternative scenarios & positions
High-Risk Transactions
If the transaction involves high-risk activities or significant IP components, further analysis is required to ensure liability terms are commensurate with the risk level.
Technology Agreements
In technology agreements, ensure liability caps cover potential data breaches and IP infringements.
International Contracts
Consider jurisdictional differences in liability laws when drafting international contracts.
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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
Install Module
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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