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PLAYBOOK TEMPLATES

Software Development Agreement

A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.

Compliance & Regulatory Obligations

Why This Matters: Non-compliance exposes both parties to legal penalties, sanctions, and reputational damage, making proactive regulatory alignment crucial.

Negotiation strategy

If you're the Company:

Ensure all compliance requirements are clearly outlined and agreed upon. Regularly review and update internal policies to align with contractual obligations.

If you're the Developer:

Negotiate for reasonable compliance timelines and responsibilities. Seek clarity on audit processes and potential liabilities.

Essential elements

1

Compliance with Laws

Adherence to applicable laws.
2

Ongoing Compliance

Maintain certifications and updates.
3

Compliance Audits

Verification of compliance adherence.

Action framework

ACCEPT

Propose edits when specific regulations are missing or unclear.

EDIT

Reject if compliance responsibilities are unfairly allocated.

ADD

Add language for new regulatory requirements.

PRO TIP

Regularly update compliance clauses to reflect changes in laws and industry standards.

Example clauses

FAVORABLE

Preferred Compliance Clause

"The Parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of their obligations under this Agreement, including but not limited to industry-specific regulations, export controls, anti-corruption laws, and cybersecurity standards."
NEUTRAL

Regulatory Updates

"Each Party shall promptly notify the other of any changes in applicable laws or regulations that may affect the performance of their obligations under this Agreement."
UNFAVORABLE

Lack of Audit Rights

"The Parties shall not conduct audits to verify compliance with applicable laws and regulations."

Fallbacks

High-Risk Projects

In high-risk projects, ensure compliance clauses are more stringent and include specific audit rights and penalties for non-compliance.

International Contracts

For international contracts, include clauses addressing cross-border regulations and international compliance standards.

Technology Agreements

In technology agreements, emphasize cybersecurity standards and data protection regulations.
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