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.
Why This Matters: Loose confidentiality terms can lead to unauthorized disclosures, competitive harm, and breach of trust.
Negotiation strategy
If you're the Provider:
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.
If you're the Customer:
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.
Example clauses
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."
Fallbacks
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 2
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WEEK 3
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WEEK 4
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