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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.
Representations & Warranties
Negotiation strategy
Ensure that the R&W are comprehensive and include materiality scrapes to protect against undisclosed liabilities. Negotiate for a reasonable survival period to limit long-term exposure.
Limit the scope of R&W to known risks and ensure that any materiality qualifications are clearly defined. Aim for a shorter survival period to minimize ongoing liability.
Essential elements
1
Materiality Scrape
Disregard materiality in breaches.
2
Survival Period
Duration R&W remain enforceable.
3
Disclosure Schedules
List exceptions to R&W.
Action framework
ACCEPT
Propose edits if materiality scrapes or survival periods are missing or inadequate.
EDIT
Reject if R&W are overly broad or expose to excessive liability.
ADD
Add R&W clauses if absent, ensuring inclusion of materiality scrapes and survival periods.
PRO TIP
Always verify that the R&W align with due diligence findings to avoid future disputes.
Real-world examples
FAVORABLE
Comprehensive R&W with Materiality Scrape
"The representations and warranties shall be true and correct in all material respects, disregarding any materiality qualifications."
NEUTRAL
Standard R&W Clause
"Each party represents and warrants to the other party as follows: [standard R&W language]."
UNFAVORABLE
Overly Broad R&W
"The Seller represents and warrants without limitation as to materiality or time."
Alternative scenarios & positions
High-Risk Transactions
In high-risk transactions, ensure R&W are detailed and include robust materiality scrapes to mitigate potential liabilities.
Cross-Border Deals
For cross-border deals, consider jurisdictional differences in R&W enforcement and adjust clauses accordingly.
Start-Up Acquisitions
In start-up acquisitions, focus on IP and financial R&W to protect against undisclosed liabilities.
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