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PLAYBOOK TEMPLATES
Strategic Alliance Agreement
A Strategic Alliance Agreement documents cooperative arrangements between entities for mutual benefit. This playbook highlights IP ownership, performance metrics, and termination strategies.
Regulatory and Third-Party Consents
Negotiation strategy
The Buyer should ensure that all necessary regulatory and third-party consents are identified early in the transaction process. They should negotiate for clear timelines and responsibilities to be included in the agreement to avoid delays.
The Seller should focus on limiting their responsibility to consents directly related to their operations. They should negotiate for cooperation clauses to ensure the Buyer assists in obtaining necessary approvals.
Essential elements
1
Required Consents
Identify and obtain necessary consents.
2
Allocation of Responsibility
Define who obtains which consents.
3
Timelines and Termination Rights
Set deadlines and termination options.
Action framework
ACCEPT
Propose edits if the clause lacks specific timelines or clear allocation of responsibilities.
EDIT
Reject if the clause imposes unreasonable obligations or lacks mutual cooperation.
ADD
Add language if consents are not addressed or if specific regulatory bodies are involved.
PRO TIP
Always consult with regulatory experts to ensure compliance with jurisdiction-specific requirements.
Real-world examples
FAVORABLE
Comprehensive Consent Clause
"Each Party shall identify and obtain all necessary consents, approvals, and authorizations from any governmental or regulatory body, and any third-party consents required under any contract to which it is a party, in connection with the execution, delivery, and performance of this Agreement."
NEUTRAL
Basic Responsibility Allocation
"The Parties agree to allocate responsibility for obtaining the necessary consents as follows: Party A shall be responsible for obtaining consents related to [specific area], and Party B shall be responsible for obtaining consents related to [specific area]. Each Party shall use commercially reasonable efforts to obtain such consents in a timely manner."
UNFAVORABLE
Lack of Termination Rights
"If any required consent is not obtained, the Parties shall continue to negotiate without any termination rights."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that all consents are obtained before significant resources are committed. This minimizes potential losses if consents are delayed or denied.
Cross-Border Transactions
Cross-border transactions may require additional consents from foreign regulatory bodies. Ensure these are identified and addressed early to avoid international compliance issues.
Industry-Specific Regulations
Certain industries, such as healthcare or finance, may have unique regulatory requirements. Tailor consent clauses to address these specific needs and ensure compliance.
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