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PLAYBOOK TEMPLATES

Master Services Agreement (MSA)

An MSA sets the overarching terms governing ongoing services between parties, providing a foundation for future statements of work or projects. This playbook breaks down best practices for managing risk, defining scope, and balancing flexibility with legal protection.

Warranties and Representations

Why This Matters: Clear warranties protect against performance failures and limit long-term obligations that could lead to costly remedies.

Negotiation strategy

If you're the Company:

Negotiate to limit the scope and duration of warranties to reasonable levels while ensuring sufficient protection against defects and breaches.

If you're the Contractor:

Ensure warranties reflect the actual capabilities and limitations of the goods or services, and include necessary exclusions to mitigate liabilities.

Essential elements

1

Warranty Duration

Period goods are covered.
2

Scope of Warranty

Extent of coverage provided.
3

Exclusions

Limitations on warranty claims.

Action framework

ACCEPT

Propose edits when warranties are overly broad or lack specific, measurable terms.

EDIT

Reject clauses that expose the company to unreasonable risks or liabilities.

ADD

Add language when warranties are absent to ensure protection against defects.

PRO TIP

Align warranty terms with industry norms and product lifecycle expectations.

Example clauses

FAVORABLE

Preferred Warranty Clause

"The Seller warrants that the goods will conform to the specifications agreed upon and will be free from defects for a period of 12 months from the date of delivery."
NEUTRAL

Standard Warranty Clause

"The Seller warrants that the goods will be free from defects in material and workmanship for a period of [insert duration]."
UNFAVORABLE

Overly Broad Warranty Clause

"The Seller warrants all aspects of the goods indefinitely, without exclusions."

Fallbacks

High-Risk Projects

In high-risk projects, warranties may need to be more comprehensive to cover potential failures and liabilities.

Short-Term Contracts

For short-term contracts, warranties should be limited to the duration of the contract to avoid extended obligations.

Custom Products

Custom products may require tailored warranties that address specific design and manufacturing risks.
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WEEK 1
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WEEK 4
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