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PLAYBOOK TEMPLATES

Settlement & Mutual Release Agreement

A Settlement & Mutual Release Agreement resolves disputes and releases parties from future claims. This playbook outlines negotiation of consideration, confidentiality, and release scope.

Purchase Price & Payment Terms

Why This Matters: Clear payment and price adjustment clauses prevent disputes over valuation changes or delayed payments. This protects against unexpected costs and preserves liquidity.

Negotiation strategy

If you're the Party A:

Negotiate for a clear payment schedule with specific dates and amounts to ensure cash flow certainty. Consider including an earn-out clause to align the purchase price with future performance.

If you're the Party B:

Ensure the purchase price reflects the true value of the assets and includes a locked-box mechanism to protect against post-closing financial changes. Advocate for a fair adjustment mechanism to address any valuation discrepancies.

Essential elements

1

Payment Schedule

Installments with specific due dates.
2

Adjustment Mechanism

Criteria for price adjustments.
3

Earn-Out Clause

Performance-based additional payment.

Action framework

ACCEPT

Propose edits if payment terms lack clarity or specific dates.

EDIT

Reject clauses that do not align with strategic financial goals.

ADD

Add clauses for earn-out or locked-box mechanisms if absent.

PRO TIP

Always align payment terms with strategic objectives to mitigate financial risks.

Example clauses

FAVORABLE

Preferred Purchase Price Clause

"The Purchase Price for the Assets shall be [insert amount], subject to adjustments as provided herein."
NEUTRAL

Earn-Out Clause

"Consider adding an earn-out clause if performance-based pricing is relevant."
UNFAVORABLE

Unclear Payment Terms

"The payment terms shall be determined at a later date."

Fallbacks

High-Risk Projects

In high-risk projects, ensure that payment terms include robust adjustment mechanisms to account for potential financial fluctuations.

Cross-Border Transactions

For cross-border deals, consider currency fluctuation clauses and ensure compliance with international payment regulations.

Start-Up Acquisitions

In start-up acquisitions, earn-out clauses can be crucial to align the purchase price with future growth potential.
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