4
PLAYBOOK TEMPLATES
Software as a Service (SaaS) Agreement
A SaaS Agreement governs access to cloud-hosted software services, typically under a subscription model. This playbook covers service uptime, data ownership, termination, and liability limitations for cloud-based offerings.
Confidentiality
Negotiation strategy
Ensure the confidentiality clause includes specific definitions of confidential information and clear obligations to protect it. Limit disclosures to necessary parties and include strong carve-outs for legal compliance.
Negotiate for reasonable care standards in protecting confidential information. Seek to include exceptions for disclosures required by law or with mutual consent.
Essential elements
1
Confidential Information Definition
Defines what is considered confidential.
2
Obligations to Safeguard
Details how information is protected.
3
Disclosure Exceptions
Lists permissible disclosure scenarios.
Action framework
ACCEPT
Propose edits to clarify definitions and obligations, ensuring alignment with industry standards.
EDIT
Reject clauses that allow overly broad disclosures or lack clear obligations.
ADD
Add language to address industry-specific compliance, such as GDPR.
PRO TIP
Always ensure confidentiality obligations extend beyond the contract term to protect ongoing interests.
Real-world examples
FAVORABLE
Strong Confidentiality Obligations
"The parties agree to maintain the confidentiality of all proprietary information disclosed during the term of this agreement, ensuring it is not disclosed to third parties without prior written consent."
NEUTRAL
Reasonable Care Standard
"Confidential information shall be protected with reasonable care, and disclosures are limited to those necessary for the performance of this agreement."
UNFAVORABLE
Broad Disclosure Allowance
"Confidential information may be disclosed to any third party as deemed necessary by either party."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality clauses should include enhanced protection measures and stricter disclosure limitations to mitigate potential competitive harm.
Cross-Border Transactions
For cross-border transactions, ensure the clause addresses international data protection laws and includes provisions for data transfer compliance.
Joint Ventures
In joint ventures, confidentiality clauses should clearly define shared information and establish mutual obligations to protect it, fostering trust and collaboration.
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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
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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