8
PLAYBOOK TEMPLATES
Mutual Confidentiality (Non-Disclosure Agreement)
A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.
Compliance Obligations
Negotiation strategy
Negotiate for comprehensive compliance covenants that include audit rights and clear remediation procedures. Ensure the clause aligns with your risk management strategy.
Focus on limiting compliance obligations to reasonable and necessary requirements. Propose mutual audit rights to ensure fairness.
Essential elements
1
Compliance Covenants
Ongoing adherence to laws.
2
Audit Rights
Verification of compliance adherence.
3
Remediation Procedures
Addressing identified breaches.
Action framework
ACCEPT
Propose edits to clarify scope and include specific audit rights.
EDIT
Reject if the clause imposes unreasonable compliance burdens.
ADD
Add if missing to ensure adherence to laws and policies.
PRO TIP
Always tailor compliance clauses to the specific regulatory environment of the transaction.
Real-world examples
FAVORABLE
Preferred Compliance Clause
"The parties shall comply with all applicable laws and regulations and maintain internal policies post-closing. The parties grant each other audit rights to ensure compliance and agree to promptly remediate any identified breaches."
NEUTRAL
Standard Compliance Clause
"The parties agree to comply with applicable laws and regulations post-closing."
UNFAVORABLE
Weak Compliance Clause
"The parties will attempt to comply with applicable laws as feasible."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure compliance clauses are robust and include detailed audit and remediation processes.
Cross-Border Transactions
Cross-border deals require compliance clauses to address multiple jurisdictions and regulatory bodies.
Regulated Industries
In regulated industries, compliance clauses must align with industry-specific regulations and standards.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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