A Grant Agreement documents funding terms for projects or research initiatives. This playbook explores performance milestones, reporting requirements, and clawback conditions.
Why This Matters: Well-crafted payment terms manage cash flow and allocate post-closing price adjustments fairly, minimizing disputes over valuation and ensuring proper risk sharing.
Negotiation strategy
If you're the Grantor:
Negotiate for clear payment milestones to ensure cash flow aligns with project deliverables. Advocate for a price adjustment formula that reflects realistic financial metrics.
If you're the Grantee:
Ensure earn-out provisions are based on achievable performance targets. Push for a true-up mechanism that allows for fair dispute resolution.
Essential elements
1
Payment Schedule
Defines timing and amounts.
2
Price Adjustment
Adjusts based on financial metrics.
3
Earn-Out Terms
Performance-based payment conditions.
Action framework
ACCEPT
Propose edits if payment terms lack clarity or alignment with business objectives.
EDIT
Reject clauses that expose parties to undue financial risk or ambiguity.
ADD
Add clauses to cover missing payment structures or risk management mechanisms.
PRO TIP
Ensure all financial metrics used in clauses are clearly defined and agreed upon by both parties.
Example clauses
FAVORABLE
Preferred Payment Milestones
"The Buyer shall pay the Purchase Price to the Seller in accordance with the following milestones: (i) 30% of the Purchase Price upon execution of this Agreement; (ii) 40% of the Purchase Price upon delivery of the Product; and (iii) the remaining 30% of the Purchase Price upon successful completion of the acceptance testing."
NEUTRAL
Standard Price Adjustment
"The Purchase Price shall be subject to adjustment based on the following formula: Adjusted Purchase Price = Initial Purchase Price + (Net Working Capital - Target Net Working Capital)."
UNFAVORABLE
Ambiguous Earn-Out Provisions
"The Seller shall receive an earn-out payment based on the Business's performance, with no specific metrics defined."
Fallbacks
High-Risk Projects
In high-risk projects, ensure payment terms include contingencies for potential delays or cost overruns, protecting both parties from unforeseen financial burdens.
Cross-Border Transactions
Consider currency fluctuations and international tax implications when structuring payment terms in cross-border deals to avoid unexpected financial impacts.
Start-Up Acquisitions
For start-up acquisitions, focus on earn-out provisions that incentivize growth and align with the start-up's business model and market potential.
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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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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