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.
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.
FEATURED SOLUTIONS
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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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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.