9
PLAYBOOK TEMPLATES
Trademark License Agreement
A Trademark License Agreement permits the use of a registered mark under defined quality and brand standards. This playbook covers negotiation of territorial rights, royalty models, and enforcement of brand integrity.
Audit Rights & Compliance
Negotiation strategy
Ensure audit rights are comprehensive, covering frequency, notice, and scope. Negotiate cost-sharing provisions to minimize expenses in case of discrepancies.
Negotiate to limit audit frequency and scope to essential records. Ensure notice requirements are reasonable to allow adequate preparation.
Essential elements
1
Audit Frequency
Limits on audit occurrences.
2
Notice Requirements
Advance notice for audits.
3
Cost-Sharing Provisions
Allocation of audit expenses.
Action framework
ACCEPT
Propose edits if audit frequency is too high or notice period is too short.
EDIT
Reject if audit rights are overly broad or invasive.
ADD
Add clauses if audit rights are missing or insufficient.
PRO TIP
Ensure audit clauses are clear and enforceable to prevent disputes.
Real-world examples
FAVORABLE
Preferred Audit Rights Clause
"The Licensee shall permit the Licensor or its designated independent auditor to examine, during normal business hours and upon at least thirty (30) days' prior written notice, the Licensee's records and accounts as may contain information bearing upon the amount of royalties payable to the Licensor under this Agreement. Such examination shall be at the Licensor's expense, unless the examination discloses an underpayment of more than five percent (5%) of the royalties due for the period examined, in which case the Licensee shall bear the reasonable costs of the examination."
NEUTRAL
Standard Audit Frequency Clause
"The Licensor shall have the right to conduct an audit of the Licensee's records no more than once per calendar year, unless a previous audit has revealed a discrepancy of more than five percent (5%) in the royalties reported, in which case the Licensor may conduct additional audits as necessary."
UNFAVORABLE
Overly Broad Audit Rights
"The Licensor may audit any and all records of the Licensee at any time without prior notice."
Alternative scenarios & positions
High-Risk Licensee
For licensees with a history of underreporting, increase audit frequency and tighten notice requirements. Expand scope to include additional records if necessary.
Low-Risk Licensee
For licensees with a strong compliance history, maintain standard audit frequency and notice requirements. Keep scope limited to relevant records.
International Agreements
Consider local laws and regulations that may affect audit rights and compliance in international agreements.
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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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