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PLAYBOOK TEMPLATES

Mutual Confidentiality (Non-Disclosure Agreement)

A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.

Reps & Warranties

Why This Matters: Overbroad or inaccurate reps expose the client to indemnity claims and significant unforeseen liabilities.

Negotiation strategy

If you're the Disclosing Party A:

Ensure all representations are accurate and supported by disclosure schedules. Negotiate to include specific indemnities for any known risks.

If you're the Disclosing Party B:

Limit representations to matters within the seller's knowledge and control. Use qualifiers like 'to the best of knowledge' to mitigate risk.

Essential elements

1

Disclosure Schedule

Details exceptions to reps.
2

Material Adverse Effect

Defines significant negative changes.
3

Indemnification

Compensation for breaches.

Action framework

ACCEPT

Propose edits when reps are too broad or not transaction-specific.

EDIT

Reject if reps are inaccurate or unsupported by facts.

ADD

Add language for industry-specific compliance or jurisdictional differences.

PRO TIP

Always cross-reference reps with disclosure schedules to ensure alignment and accuracy.

Example clauses

FAVORABLE

Accurate Financial Statements

"The Seller represents and warrants that all financial statements provided are accurate and reflect the true financial condition of the company as of the date of this Agreement."
NEUTRAL

Standard Clause

"The Seller represents and warrants that all information provided is true, complete, and accurate as of the date of this Agreement."
UNFAVORABLE

Overbroad Representations

"The Seller represents and warrants that the company has no liabilities of any kind."

Fallbacks

High-Risk Projects

In high-risk projects, ensure reps are detailed and include specific indemnities for identified risks.

Regulated Industries

Include reps for compliance with industry-specific regulations to mitigate regulatory risks.

Cross-Border Transactions

Address jurisdictional differences and ensure reps comply with laws in all relevant jurisdictions.
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