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PLAYBOOK TEMPLATES
Outside Counsel Billing Guidelines
Outside Counsel Billing Guidelines set the standards for law firm engagement, billing, and matter management. This playbook details compliance expectations, expense policies, and audit rights.
Table of Contents
Termination and Exit Rights
Negotiation strategy
Ensure that termination clauses are comprehensive, covering scenarios like material breach, change of control, and force majeure. Negotiate for reasonable notice and cure periods to protect the company's interests.
Focus on securing fair exit terms that allow for adequate time to address any breaches. Advocate for clear definitions of termination triggers to avoid ambiguity.
Essential elements
1
Material Breach
Defines breach and cure period.
2
Change of Control
Triggers termination upon ownership change.
3
Force Majeure
Allows termination for uncontrollable events.
Action framework
ACCEPT
Propose edits when notice periods are too short or triggers are vague.
EDIT
Reject clauses that lack clear exit procedures or are overly restrictive.
ADD
Add language for specific jurisdictional compliance or additional termination triggers.
PRO TIP
Always ensure termination clauses align with your strategic exit goals and local legal requirements.
Real-world examples
FAVORABLE
Preferred Termination for Material Breach
"In the event that either party commits a material breach of any term of this Agreement, the non-breaching party may terminate this Agreement by providing written notice to the breaching party. The breaching party shall have thirty (30) days from the receipt of such notice to cure the breach. If the breach is not cured within the specified period, the Agreement shall terminate immediately upon the expiration of the cure period."
NEUTRAL
Notice and Cure Periods
"All notices of termination under this Agreement must be in writing and delivered to the other party's designated contact. The notice shall specify the reason for termination and the effective date of termination. The party receiving the notice shall have the opportunity to cure any alleged breach within the specified cure period, if applicable, before the termination becomes effective."
UNFAVORABLE
Ambiguous Termination Triggers
"The Agreement may be terminated by either party for any reason deemed necessary, with no specific notice or cure period required."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure termination clauses allow for quick exit to mitigate potential losses. Include specific triggers related to project milestones and performance metrics.
International Agreements
For international agreements, consider local laws that may affect termination rights. Ensure clauses are compliant with jurisdictional requirements to avoid legal complications.
Long-Term Contracts
In long-term contracts, include periodic review clauses to reassess termination rights and ensure they remain aligned with evolving business needs.
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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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