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