PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Other Corporate Transactions
Issue & Concept List
Reps and Warranties
Indemnification
Liability Caps
Payment Terms
Termination Rights
Covenants and Conduct
Confidentiality Provisions
Intellectual Property Rights
Governing Law and Dispute Resolution
Conditions Precedent
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What you get in this playbook
1
Reps and Warranties
Provides factual assertions and promises each party makes regarding its business, assets, and compliance.
2
Indemnification
Establishes obligations for one party to compensate the other for specified losses, claims, or liabilities following the transaction.
3
Liability Caps
Limits the maximum amount either party can recover from the other for breaches or losses under the agreement.
4
Payment Terms
Defines the structure, timing, and conditions for payments, consideration, or other compensation between the parties.
5
Termination Rights
Specifies the circumstances and procedures under which either party may exit or terminate the agreement prior to performance completion.
6
Covenants and Conduct
Outlines affirmative and negative obligations governing how the parties will operate their businesses before and after closing.
7
Confidentiality Provisions
Addresses the protection, use, and permitted disclosures of sensitive information exchanged during and after negotiations.
8
Intellectual Property Rights
Clarifies ownership, licensing, and use rights of existing and future intellectual property assets involved in the transaction.
9
Governing Law and Dispute Resolution
Determines the legal framework and mechanisms for resolving any conflicts that arise under the agreement.
10
Conditions Precedent
Lists the required approvals, consents, and deliverables that must be satisfied before the transaction closes.
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