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PLAYBOOK TEMPLATES

Grant Agreement

A Grant Agreement documents funding terms for projects or research initiatives. This playbook explores performance milestones, reporting requirements, and clawback conditions.

Representations & Warranties

Why This Matters: Clear representations prevent disputes over factual assertions and limit exposure post-closing, while well-scoped warranty terms protect both sides by aligning risks with negotiation expectations.

Negotiation strategy

If you're the Grantor:

Ensure all representations are accurate and comprehensive. Negotiate for survival periods and liability caps that align with the transaction's risk profile.

If you're the Grantee:

Limit the scope of representations to avoid overcommitment. Ensure that liability caps are reasonable and reflect the transaction's value.

Essential elements

1

Authority and Capacity

Power to enter agreement.
2

No Conflict

No legal or contractual conflicts.
3

Consents and Approvals

Necessary consents obtained.

Action framework

ACCEPT

Propose edits if representations are too broad or lack specificity.

EDIT

Reject if representations are inaccurate or impose undue risk.

ADD

Add specific representations for high-risk areas like IP or environmental compliance.

PRO TIP

Always verify the accuracy of representations through due diligence before finalizing the agreement.

Example clauses

FAVORABLE

Authority and Capacity

"Each party has the full power and authority to enter into and perform its obligations under this Agreement."
NEUTRAL

No Conflict

"The execution, delivery, and performance of this Agreement do not and will not conflict with any law or regulation applicable to the party."
UNFAVORABLE

Litigation

"There is no action, suit, proceeding, claim, or investigation pending against the party that would impair its ability to perform its obligations."

Fallbacks

High-Risk Projects

In high-risk projects, representations should be more detailed to cover specific risks and liabilities.

Cross-Border Transactions

Cross-border deals may require additional representations related to compliance with international laws.

Start-Up Acquisitions

For start-ups, focus on IP and financial representations to ensure asset integrity.
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