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PLAYBOOK TEMPLATES
Memorandum of Understanding (MOU)
An MOU establishes the foundational understanding between parties prior to definitive agreements. This playbook reviews negotiation of commitments, timelines, and governance structures.
Representations & Warranties
Negotiation strategy
Ensure representations are specific to the Seller's business operations and legal compliance. Add materiality qualifiers where necessary to limit exposure.
Negotiate to limit the scope and duration of representations. Ensure they reflect actual knowledge and operations to avoid undue liability.
Essential elements
1
Organizational Status
Duly organized and validly existing.
2
Authority
Power to enter and perform obligations.
3
Compliance
Adherence to applicable laws.
Action framework
ACCEPT
Propose edits when representations are too broad or lack materiality qualifiers.
EDIT
Reject clauses that impose unreasonable liability or lack clarity.
ADD
Add language to address specific compliance or operational risks.
PRO TIP
Always align representations with the actual knowledge and operations of the parties to minimize risk.
Real-world examples
FAVORABLE
Preferred Representation Duration
"The representations and warranties shall survive for a period of [insert duration] and are subject to a basket threshold of [insert amount]."
NEUTRAL
Fallback Representation Duration
"The representations and warranties shall survive for a period of [insert duration] without a basket threshold."
UNFAVORABLE
Overbroad Representations
"The representations and warranties cover all aspects of the business without limitation."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, representations should be more detailed and include specific risk mitigation measures to protect both parties.
Cross-Border Transactions
For cross-border deals, ensure compliance representations reflect the regulatory requirements of all involved jurisdictions.
Start-Up Acquisitions
In start-up acquisitions, focus on representations related to intellectual property and financial stability.
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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
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