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PLAYBOOK TEMPLATES

Research Collaboration Agreement

A Research Collaboration Agreement outlines cooperative research activities between institutions or companies. This playbook discusses IP ownership, publication rights, and funding obligations.

Warranties & Representations

Why This Matters: Overbroad or undefined warranties can extend liability and lead to higher breach claims.

Negotiation strategy

If you're the Institution A:

Ensure that warranties are specific and limited to necessary representations to reduce liability exposure. Negotiate for clear definitions and timeframes to avoid ambiguity.

If you're the Institution B:

Limit the scope and duration of warranties to minimize potential liability. Ensure compliance with industry standards while avoiding overcommitment.

Essential elements

1

Product Quality Assurance

Guarantee of defect-free products.
2

Regulatory Compliance

Adherence to applicable laws.
3

Performance Standards

Meet specified performance criteria.

Action framework

ACCEPT

Propose edits when warranties are too broad or lack specificity.

EDIT

Reject clauses that impose unreasonable liability or lack clear terms.

ADD

Add language to specify warranty duration and compliance requirements.

PRO TIP

Always align warranties with industry standards to protect against excessive liability.

Example clauses

FAVORABLE

Warranty of Product Quality

"The Seller warrants that the products supplied under this Agreement shall be free from defects in material and workmanship and shall conform to the specifications set forth in the attached Schedule A for a period of twelve (12) months from the date of delivery."
NEUTRAL

Standard Warranty Clause

"The Seller provides a standard warranty for the products as per industry norms."
UNFAVORABLE

Overbroad Warranty

"The Seller warrants all aspects of the product indefinitely without limitation."

Fallbacks

High-Risk Projects

In high-risk projects, warranties should be more stringent to cover potential liabilities. Ensure comprehensive coverage for all critical components.

International Transactions

For international deals, ensure warranties comply with local laws and consider additional clauses for cross-border compliance.

New Product Launches

For new products, warranties may need to be more flexible to account for unforeseen issues. Consider shorter durations with options for extension.
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