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PLAYBOOK TEMPLATES
Joint Defense & Common Interest Agreement
A Joint Defense & Common Interest Agreement protects privileged communications among aligned parties in litigation. This playbook provides guidance on scope, waiver risks, and confidentiality obligations.
Table of Contents
Post-Closing Covenants & Audits
Negotiation strategy
Ensure that all post-closing covenants are clearly defined and enforceable. Negotiate for comprehensive audit rights to verify compliance and protect your interests.
Limit the scope of audit rights to minimize disruption. Ensure that transition support obligations are reasonable and aligned with past practices.
Essential elements
1
Transition Support
Support services post-closing.
2
Financial Covenants
Maintain financial records and ratios.
3
Audit Rights
Rights to verify compliance.
Action framework
ACCEPT
Propose edits when covenants lack clarity or enforceability.
EDIT
Reject clauses that impose unreasonable audit burdens.
ADD
Add clauses to address missing post-closing obligations.
PRO TIP
Clearly define the scope and duration of transition support to avoid future disputes.
Real-world examples
FAVORABLE
Preferred Transition Support Clause
"Following the Closing Date, the Seller shall provide the Buyer with transition support services for a period of six (6) months. Such services shall include, but are not limited to, assistance with the transfer of customer accounts, training of Buyer’s personnel, and access to Seller’s systems necessary for the operation of the acquired business. The Seller shall ensure that the transition support is provided in a manner that is consistent with past practices and shall use commercially reasonable efforts to facilitate a smooth transition."
NEUTRAL
Standard Financial Covenants Clause
"The Buyer agrees to maintain financial records in accordance with generally accepted accounting principles (GAAP) and to provide the Seller with quarterly financial statements within forty-five (45) days after the end of each fiscal quarter."
UNFAVORABLE
Overly Broad Audit Rights
"The Seller may conduct audits at any time without prior notice, and the Buyer shall bear all costs associated with such audits."
Alternative scenarios & positions
Cross-Border Transactions
Address cross-border complexities such as data privacy laws and logistical challenges in transition support. Ensure compliance with international regulations.
High-Risk Projects
In high-risk projects, enhance audit rights and remedies to mitigate potential liabilities and ensure compliance.
Small Business Acquisitions
Simplify post-closing covenants to reduce administrative burden while ensuring key obligations are met.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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