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PLAYBOOK TEMPLATES

Software License Agreement

A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.

Warranties & Representations

Why This Matters: Overbroad warranties elevate indemnification demands and liability exposure, leading to disproportionate financial risk.

Negotiation strategy

If you're the Licensor:

Negotiate for mutual warranties to ensure both parties are equally accountable. Limit the scope of warranties to reflect actual risk exposure and include a cap on liability.

If you're the Licensee:

Ensure that warranties are not overly broad and align with the actual capabilities and rights of the licensed IP. Advocate for carve-outs in liability for indemnification obligations.

Essential elements

1

Ownership Warranty

Rights to enter agreement.
2

Non-Infringement Warranty

IP does not infringe third parties.
3

Performance Warranty

IP meets agreed specifications.

Action framework

ACCEPT

Propose edits when warranties are too broad or misaligned with actual risk.

EDIT

Reject clauses that impose unreasonable liability or lack mutuality.

ADD

Add language to clarify liability caps and indemnification carve-outs.

PRO TIP

Always align warranty scope with actual risk exposure to avoid unnecessary liability.

Real-world examples

FAVORABLE

Balanced Ownership Warranty

"Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder."
NEUTRAL

Standard Limitation of Liability

"Except as expressly provided herein, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages."
UNFAVORABLE

Overbroad Warranty

"Each party warrants all aspects of the IP without limitation."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, warranties should be more detailed to cover specific risks associated with the project scope.

Cross-Border Transactions

Consider jurisdictional differences in IP laws and adjust warranties to comply with local regulations.

Start-Up Agreements

Start-ups may require more flexible warranty terms to accommodate evolving business models and IP development.

Access all other DocJuris Playbooks

Launch in days, not months

Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Install Module
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
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.

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