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PLAYBOOK TEMPLATES

Joint Venture Agreement

A Joint Venture Agreement defines the governance, contributions, and profit sharing between co-venturing entities. This playbook examines dispute resolution, management control, and exit provisions.

Scope of Services

Why This Matters: A well-defined scope prevents disputes, cost overruns, and scope creep by aligning expectations from the outset.

Negotiation strategy

If you're the JV Partner A:

Ensure the scope is comprehensive and aligns with your business objectives. Insist on clear performance metrics and a robust change management process.

If you're the JV Partner B:

Negotiate to include flexibility in the scope to accommodate potential changes. Ensure that deliverables and timelines are realistic and achievable.

Essential elements

1

Service Description

Detailed tasks and deliverables.
2

Performance Metrics

Standards for measuring service quality.
3

Change Management

Process for scope modifications.

Action framework

ACCEPT

Propose edits if the scope lacks clarity or measurable metrics.

EDIT

Reject if the scope is ambiguous or lacks a change management process.

ADD

Add language to specify deliverables and performance standards.

PRO TIP

Always include a formal change management process to handle scope modifications effectively.

Example clauses

FAVORABLE

Preferred Scope of Services Clause

"The Service Provider shall perform the services described in Exhibit A (the 'Services'). The Services shall include, but not be limited to, the tasks and deliverables specified therein. The Service Provider shall perform the Services in accordance with the standards and specifications set forth in this Agreement."
NEUTRAL

Fallback Scope of Services Clause

"If the counterparty resists, negotiate to include at least the key elements: service description, performance metrics, and change management."
UNFAVORABLE

Vague Scope of Services Clause

"The Service Provider will provide services as needed, with details to be determined later."

Fallbacks

Complex Service Arrangements

If the services involve multiple phases, subcontractors, or international elements, further analysis is required to ensure that the scope accounts for all variables.

High-Risk Projects

For projects with significant risk, ensure the scope includes detailed risk management and mitigation strategies.

Long-Term Contracts

In long-term contracts, include provisions for periodic scope reviews and adjustments to address evolving needs.
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