8
PLAYBOOK TEMPLATES
Material Transfer Agreement (MTA)
An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.
Warranties and Representations
Negotiation strategy
Negotiate for comprehensive warranties that cover product quality and compliance. Ensure remedies for defects are clearly defined and enforceable.
Limit warranties to express terms only and exclude implied warranties. Define a reasonable duration and scope to minimize liability.
Essential elements
1
Warranty Scope
Limits to express terms only.
2
Warranty Duration
Standard period, typically 12 months.
3
Remedies for Defective Products
Repair, replacement, or refund options.
Action framework
ACCEPT
Propose edits when warranty terms are too broad or vague.
EDIT
Reject clauses that expose excessive risk or lack clear remedies.
ADD
Add clauses to cover missing warranty aspects or compliance requirements.
PRO TIP
Always align warranty terms with industry standards and business objectives to manage risk effectively.
Real-world examples
FAVORABLE
Warranty Scope
"The warranties provided herein are limited to those expressly stated in this Agreement. No other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose, shall apply."
NEUTRAL
Warranty Duration
"All warranties provided under this Agreement shall commence on the date of delivery and shall continue for a period of twelve (12) months thereafter, unless otherwise specified in this Agreement."
UNFAVORABLE
Remedies for Defective Products
"In the event that any product is found to be defective or non-compliant with the warranties provided herein, the sole and exclusive remedy shall be the repair or replacement of the defective product, or a refund of the purchase price, at the discretion of the warrantor."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, warranties should be more comprehensive, covering additional aspects like safety and regulatory compliance.
International Transactions
For international deals, ensure warranties comply with local laws and consider currency fluctuations in remedies.
Technology Products
Technology products may require specific performance warranties and rapid response times for defect remedies.
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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
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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
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