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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.
Audit Rights & Records
Negotiation strategy
Ensure audit rights are comprehensive, allowing for annual audits with sufficient notice. Verify that records retention and compliance procedures are clearly defined to protect financial interests.
Negotiate to limit audit frequency and ensure audits do not disrupt business operations. Clarify the scope of records retention and compliance obligations to manage administrative burden.
Essential elements
1
Audit Frequency
Annual audits with notice.
2
Records Retention
Maintain records for three years.
3
Compliance Procedures
Ensure accurate royalty calculations.
Action framework
ACCEPT
Propose edits if audit frequency is excessive or notice period is too short.
EDIT
Reject if audit rights are overly intrusive or lack clear scope.
ADD
Add clauses if audit rights or compliance procedures are missing.
PRO TIP
Always align audit clauses with industry standards and your company's compliance policies.
Real-world examples
FAVORABLE
Preferred Audit Rights
"The Licensee shall have the right to audit the Licensor's records related to royalty calculations and usage restrictions. Such audits may be conducted no more than once per calendar year and shall require at least thirty (30) days' prior written notice to the Licensor. The audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with the Licensor's business operations."
NEUTRAL
Fallback Notice Requirements
"Prior to conducting an audit, the Licensee must provide the Licensor with a written notice specifying the scope and purpose of the audit, along with the proposed date and time. The Licensor shall have the opportunity to reschedule the audit to a mutually agreeable date within ten (10) business days of the originally proposed date."
UNFAVORABLE
Inadequate Audit Rights
"The Licensee may request to review records at the Licensor's discretion, without a defined schedule or notice period."
Alternative scenarios & positions
High-Risk Jurisdictions
Enhanced audit rights in high-risk jurisdictions mitigate potential compliance and enforcement challenges. Consider additional audit rights or more stringent compliance procedures.
Complex Licensing Agreements
In complex agreements, detailed audit rights ensure clarity and prevent disputes over royalty calculations and usage restrictions.
New Market Entry
When entering new markets, robust audit rights help navigate unfamiliar regulatory environments and ensure compliance.
Access all other DocJuris Playbooks
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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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