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PLAYBOOK TEMPLATES
Outsourcing Agreement
An Outsourcing Agreement governs the delegation of business functions to an external provider, defining scope, service levels, and performance standards. This playbook highlights key risk mitigation strategies for data protection, continuity, and liability allocation.
Warranties and Representations
Negotiation strategy
Negotiate for specific and limited warranties to minimize potential liability. Ensure that the duration and scope of warranties are clearly defined and reasonable.
Aim to provide warranties that are broad enough to satisfy the buyer but limited in scope and duration to protect against excessive liability. Include carve-outs for unavoidable risks.
Essential elements
1
Authority and Capacity
Each party's legal ability to contract.
2
Limitation of Warranties
Excludes implied warranties.
3
Warranty Duration
Specifies warranty time frame.
Action framework
ACCEPT
Propose edits when warranties are too broad or lack clear limitations.
EDIT
Reject clauses that impose unlimited liability or lack necessary carve-outs.
ADD
Add language to specify warranty duration and liability caps.
PRO TIP
Always ensure that warranties are aligned with industry standards and the specific risks of the transaction.
Real-world examples
FAVORABLE
Preferred New York Governing Law
"Each party represents and warrants to the other that: It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation. It has the full power and authority to enter into and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action. This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable against it in accordance with its terms. The execution, delivery, and performance of this Agreement will not conflict with or result in a breach of any other agreement to which it is a party or by which it is bound."
NEUTRAL
Limitation of Warranties
"Except as expressly set forth in this Agreement, neither party makes any other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose. Each party acknowledges that it has not relied upon any representation or warranty made by the other party, except as specifically set forth in this Agreement."
UNFAVORABLE
Duration and Scope of Warranties
"The warranties provided herein shall commence on the Effective Date and shall continue for a period of one (1) year thereafter. The scope of the warranties is limited to the representations expressly stated in this Agreement and does not extend to any third-party products or services."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, warranties should be more comprehensive to cover potential liabilities. Consider extending the duration and including specific performance metrics.
Consumer Contracts
Consumer protection laws may require additional warranties. Ensure compliance with local regulations and consider adding consumer-friendly terms.
International Agreements
For international agreements, consider jurisdictional differences in warranty enforcement and include clauses that address cross-border legal challenges.
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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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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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