Draft legal documents

Draft the confidentiality and services agreement for AgriGrow Ltd and their new contract with Harvest Partners, with signature blocks for the company secretary and Harvest’s procurement director. Use the attached term sheet: keep the indemnity capped at two times the contract value, include a 60‑day cure period for breach, and add a clause requiring arbitration in Sydney. Produce a ready-to-send document and a one-paragraph cover note for the client.

Before I send this draft contract to Harvest’s procurement team, make approval obvious. Bring the payment terms and liability cap to the first page, add a short summary of change from their standard terms, underline any clauses likely to trigger procurement counsel review (data transfer, IP, subcontracting), and annotate negotiable points with suggested fallback language.

On a call AgriGrow’s MD told me Harvest wants the indemnity uncapped but the board requires a cap. I promised to propose options. I can’t tell the client our board stance or the exact financial exposure. What are the likely negotiation positions Harvest will take, and what two compromise clauses should I propose that protect AgriGrow while keeping the deal live?

Across contracts for agricultural services we keep stalling on indemnity limits, payment milestones and dispute resolution. Which drafting habits are causing the delays, what one clause should be standardised in our templates to save negotiation rounds, and how should I brief commercial leads to avoid last-minute board rework?