9
PLAYBOOK TEMPLATES
Material Transfer Agreement (MTA)
An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.
Audit and Inspection Rights
Negotiation strategy
Ensure the audit rights are comprehensive, covering all necessary records and processes. Negotiate for reasonable frequency and scope to avoid excessive disruption.
Limit the audit scope to relevant records and processes. Ensure confidentiality of findings and minimize business disruption during audits.
Essential elements
1
Audit Frequency
Defines how often audits occur.
2
Scope of Audit
Specifies records and processes included.
3
Confidentiality of Findings
Ensures audit results remain confidential.
Action framework
ACCEPT
Propose edits if the audit scope is too broad or lacks confidentiality provisions.
EDIT
Reject if the clause allows unlimited access or lacks disruption minimization.
ADD
Add language to specify audit frequency and confidentiality if missing.
PRO TIP
Always ensure audit rights are balanced to protect both parties' interests and minimize operational disruption.
Real-world examples
FAVORABLE
Comprehensive Audit Rights
"The Receiving Party shall permit the Disclosing Party, or its designated representative, to audit the Receiving Party’s records and processes related to the use and handling of the Materials. Such audits shall be conducted during normal business hours and upon reasonable prior written notice, not more than once per calendar year, unless a material breach is suspected."
NEUTRAL
Standard Audit Clause
"The Disclosing Party may audit relevant records and processes upon reasonable notice."
UNFAVORABLE
Overreaching Audit Rights
"The Disclosing Party may audit any and all records at any time without notice."
Alternative scenarios & positions
High-Sensitivity Data
For contracts involving high-sensitivity data, such as patient records, additional safeguards and specialized review are necessary to ensure compliance with privacy standards.
International Operations
When dealing with international operations, consider local laws and regulations that may affect audit rights and data protection.
Joint Ventures
In joint ventures, audit rights should be clearly defined to ensure transparency and accountability between partners.
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WEEK 1
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WEEK 2
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WEEK 3
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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
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