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PLAYBOOK TEMPLATES

Investment Advisory Agreement

An Investment Advisory Agreement outlines the relationship between an advisor and client, specifying fiduciary duties and compensation. This playbook emphasizes regulatory compliance, performance reporting, and termination triggers.

Representations & Warranties

Why This Matters: Overly broad or undefined reps and warranties can expose a party to unlimited liability. Tailoring these provisions controls risk and preserves the intended risk allocation.

Negotiation strategy

If you're the Company:

Negotiate to include knowledge qualifiers and materiality limitations to minimize exposure. Ensure remedies for breaches are clearly defined, such as indemnification or termination rights.

If you're the Contractor:

Aim to keep representations broad to cover all necessary assurances. Be prepared to justify the need for any broad language based on the transaction's context.

Essential elements

1

Authority Assurance

Confirms legal authority to contract.
2

Information Accuracy

Ensures data provided is correct.
3

Compliance Confirmation

Verifies adherence to laws.

Action framework

ACCEPT

Propose edits when the scope is too broad or lacks materiality qualifiers.

EDIT

Reject if the clause imposes unlimited liability without justification.

ADD

Add language for jurisdiction-specific requirements or missing key assurances.

PRO TIP

Always align representations with the specific risks and objectives of the transaction to avoid unnecessary liability.

Example clauses

FAVORABLE

Balanced Representation

"The Party represents and warrants that, to the best of its knowledge, all information provided is accurate and complete in all material respects."
NEUTRAL

Standard Representation

"The Party represents and warrants that all information provided is accurate, subject to materiality and knowledge qualifiers."
UNFAVORABLE

Overly Broad Representation

"The Party represents and warrants that all information provided is accurate without any limitations."

Fallbacks

High-Risk Projects

In high-risk projects, ensure representations are specific and include detailed remedies for breaches to mitigate potential losses.

Cross-Border Transactions

For cross-border deals, include representations that address compliance with international laws and regulations.

Start-Up Investments

In start-up investments, focus on representations related to intellectual property and financial statements to protect investor interests.
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