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PLAYBOOK TEMPLATES
API Terms of Service & Developer Agreement
An API Terms of Service & Developer Agreement governs developer access to an organization‚ APIs, data, and platform. This playbook details provisions around usage rights, rate limits, data handling, and security compliance.
Confidentiality
Negotiation strategy
Ensure the confidentiality clause is robust, covering all proprietary information and specifying a reasonable duration. Include exceptions only for legal requirements or with prior consent.
Negotiate for a clear definition of confidential information and a reasonable confidentiality period. Seek to include necessary exceptions for disclosures required by law.
Essential elements
1
Confidentiality Obligations
Protect proprietary information.
2
Permitted Disclosures
Outline allowed exceptions.
3
Confidentiality Period
Set duration of obligations.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on what constitutes confidential information or if the duration is too short.
EDIT
Reject if the clause does not adequately protect sensitive information or lacks necessary exceptions.
ADD
Add language to specify the confidentiality period and permitted disclosures if missing.
PRO TIP
Always ensure the confidentiality clause aligns with industry standards and regulatory requirements.
Real-world examples
FAVORABLE
Preferred Confidentiality Clause
"Each party agrees to keep confidential all proprietary information received from the other party, using the same degree of care as it uses to protect its own confidential information, for a period of [insert duration]. Permitted disclosures include those required by law or with prior written consent."
NEUTRAL
Fallback Confidentiality Clause
"Confidential information shall be protected for a period of [insert duration], with exceptions for disclosures required by law or regulatory authorities."
UNFAVORABLE
Unfavorable Confidentiality Clause
"Confidentiality obligations are limited to the term of the agreement and do not specify exceptions."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure the confidentiality clause includes specific measures for data protection and breach notification.
Cross-Border Transactions
For cross-border transactions, address data transfer regulations and ensure compliance with international standards.
Mergers and Acquisitions
In M&A scenarios, confidentiality clauses should cover due diligence processes and post-closing obligations.
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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
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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
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