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PLAYBOOK TEMPLATES

Cloud Services Agreement

A Cloud Services Agreement defines the legal and operational framework for cloud infrastructure or platform usage. This playbook outlines negotiation of service levels, data handling, and termination assistance provisions.

Warranties & Representations

Why This Matters: Warranties protect against defective products or services and provide a baseline for remedies if the counterparty fails to meet its obligations.

Negotiation strategy

If you're the Customer:

Ensure that the warranties are comprehensive and enforceable. Insist on clear remedies for any breaches to protect your interests.

If you're the Service Provider:

Limit the scope of warranties to what is reasonable and achievable. Negotiate for remedies that are fair and proportionate to the breach.

Essential elements

1

Service Quality Warranty

Assures professional service standards.
2

Compliance Warranty

Ensures adherence to laws.
3

Non-Infringement Warranty

Protects against IP rights violations.

Action framework

ACCEPT

Propose edits if warranties are too broad or lack clarity.

EDIT

Reject if warranties are unenforceable or lack necessary remedies.

ADD

Add specific warranties for high-risk areas or jurisdictions.

PRO TIP

Always verify that the warranties align with industry standards and legal requirements.

Example clauses

FAVORABLE

Comprehensive Warranty Clause

"The Service Provider warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner, consistent with industry standards, and will conform to the specifications and requirements set forth in this Agreement."
NEUTRAL

Basic Warranty Clause

"The Service Provider will use reasonable efforts to perform the services."
UNFAVORABLE

Limited Warranty Clause

"The Service Provider disclaims all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose."

Fallbacks

High-Risk Projects

In high-risk projects, ensure warranties are robust and include specific remedies for potential breaches.

Cross-Border Transactions

For cross-border transactions, include warranties that address compliance with international laws and standards.

Data-Intensive Services

In data-intensive services, emphasize warranties related to data protection and privacy compliance.
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