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PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Reps and Warranties
Negotiation strategy
Ensure representations are precise and supported by disclosure schedules. Negotiate for a longer survival period to cover potential post-closing issues.
Limit the scope of representations to avoid overcommitment. Aim for a shorter survival period to minimize ongoing liability.
Essential elements
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Organization and Authority
Power to execute obligations.
2
Compliance with Laws
Adherence to applicable regulations.
3
No Conflicts
No legal or contractual breaches.
Action framework
ACCEPT
Propose edits if representations are too broad or lack necessary disclosures.
EDIT
Reject if representations impose unreasonable liabilities or lack mutuality.
ADD
Add language for industry-specific compliance or additional disclosures.
PRO TIP
Always cross-reference representations with disclosure schedules to ensure accuracy.
Real-world examples
FAVORABLE
Preferred Survival Period
"The representations and warranties shall survive the closing for a period of 18 months, except in cases of fraud or intentional misrepresentation."
NEUTRAL
Standard Representations and Warranties
"Each party represents and warrants to the other party as follows: Organization and Authority, Compliance with Laws, No Conflicts, Disclosure Schedules, Survival Period."
UNFAVORABLE
Overly Broad Representations
"Each party represents and warrants compliance with all laws, without limitation or disclosure."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, extend the survival period and ensure detailed disclosures to mitigate potential liabilities.
Regulated Industries
Include additional representations specific to regulatory compliance and industry standards for transactions involving regulated industries.
Cross-Border Transactions
Address jurisdiction-specific compliance and conflict of laws to ensure enforceability across borders.
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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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