2
PLAYBOOK TEMPLATES
Letter of Intent (LOI)
A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Representations & Warranties
Negotiation strategy
Ensure all representations are accurate and include knowledge qualifiers to limit liability. Define clear survival periods for each representation.
Disclose any exceptions to representations and warranties in a detailed schedule. Negotiate survival periods that align with your risk tolerance.
Essential elements
1
Accuracy of Representations
Ensure all statements are true.
2
Knowledge Qualifier
Limit liability to actual knowledge.
3
Survival Period
Define duration post-closing.
Action framework
ACCEPT
Propose edits if representations are too broad or lack necessary qualifiers.
EDIT
Reject if representations are inaccurate or impose undue risk.
ADD
Add clauses for exceptions and material adverse effects.
PRO TIP
Always align representations with actual business practices and ensure they are backed by documentation.
Real-world examples
FAVORABLE
Comprehensive Accuracy Clause
"Each party represents and warrants that all statements made in this Agreement are true and accurate as of the date hereof and will be true and accurate as of the closing date, except as otherwise disclosed in writing to the other party."
NEUTRAL
Standard Knowledge Qualifier
"Where any representation or warranty is qualified by the expression 'to the best of its knowledge' or any similar expression, it shall be deemed to refer to the actual knowledge of the party making the representation or warranty, after due inquiry."
UNFAVORABLE
Vague Survival Terms
"All representations and warranties shall survive indefinitely without clear terms."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, ensure representations are detailed and include robust survival periods to mitigate potential liabilities.
Cross-Border Deals
Consider jurisdictional differences in representations and warranties, especially regarding knowledge qualifiers and survival periods.
Tech Industry Specifics
In tech deals, focus on IP representations and ensure they are comprehensive and accurately reflect the company's assets.
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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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