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PLAYBOOK TEMPLATES

Asset Purchase Agreement

An Asset Purchase Agreement governs the sale and transfer of specific business assets, detailing what is included, excluded, and how liabilities are handled. This playbook walks through due diligence, valuation considerations, and risk allocation terms essential for a clean transaction.

Term & Termination

Why This Matters: Unbalanced termination rights can trap a party in an unfavorable contract or allow abrupt terminations, leading to service gaps and potential damages.

Negotiation strategy

If you're the Buyer:

Negotiate for flexible termination rights, ensuring the ability to exit the contract for convenience with reasonable notice. Include transition support to mitigate disruptions.

If you're the Seller:

Secure a stable contract term with automatic renewals, but allow for termination in case of material breach. Ensure notice periods are sufficient to address any issues.

Essential elements

1

Term of Agreement

Defines contract duration.
2

Renewal

Automatic renewal terms.
3

Termination for Material Breach

Rights to terminate for breach.

Action framework

ACCEPT

Propose edits to adjust notice periods and include transition support.

EDIT

Reject if termination rights are overly restrictive or lack transition support.

ADD

Add clauses for jurisdiction-specific compliance and transition support.

PRO TIP

Always include a cure period for material breaches to allow for resolution before termination.

Example clauses

FAVORABLE

Preferred Term of Agreement

"The term of this Agreement shall commence on the Effective Date and shall continue for a period of [insert duration], unless earlier terminated in accordance with the provisions of this Agreement."
NEUTRAL

Template Transition Support

"In the event of termination or expiration of this Agreement, the parties agree to cooperate in good faith to provide transition support for a period of [insert duration] to ensure an orderly transition and mitigate operational disruptions."
UNFAVORABLE

Restrictive Termination Rights

"Termination is only allowed upon mutual agreement, with no provision for material breach or convenience."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses allow for quick exit strategies to minimize potential losses.

Long-Term Partnerships

For long-term partnerships, focus on renewal terms and transition support to maintain continuity.

Jurisdiction-Specific Requirements

Ensure compliance with local laws and regulations that may affect termination rights and obligations.
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WEEK 1
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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.
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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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