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PLAYBOOK TEMPLATES

Independent Contractor Agreement

An Independent Contractor Agreement defines engagement terms for non-employee service providers. This playbook guides drafting on scope of work, ownership of deliverables, and classification risk mitigation.

Confidentiality

Why This Matters: Protecting trade secrets and proprietary data is critical to maintaining competitive advantage and avoiding unintentionally waiving confidentiality rights.

Negotiation strategy

If you're the Company:

Ensure the confidentiality clause is comprehensive, covering all potential disclosures and including a clear definition of what constitutes confidential information. Negotiate for a longer duration of confidentiality obligations to protect sensitive information over time.

If you're the Contractor:

Seek to limit the scope of what is considered confidential information to avoid overly broad obligations. Negotiate for reasonable carve-outs for disclosures required by law or court order.

Essential elements

1

Definition of Confidential Information

Defines what is confidential.
2

Obligations of Confidentiality

Details parties' confidentiality duties.
3

Duration of Confidentiality Obligations

Specifies how long obligations last.

Action framework

ACCEPT

Propose edits if the clause lacks a clear definition of confidential information or reasonable duration.

EDIT

Reject if the clause imposes unreasonable obligations or lacks necessary carve-outs.

ADD

Add language if the clause is missing key elements like duration or carve-outs.

PRO TIP

Always ensure the confidentiality clause aligns with the specific needs and risks of the engagement.

Example clauses

FAVORABLE

Comprehensive Confidentiality Clause

"Each party agrees to maintain the confidentiality of the Confidential Information disclosed to it by the other party and to use such Confidential Information solely for the purpose of the engagement."
NEUTRAL

Basic Confidentiality Terms

"Confidential Information shall be protected as per the terms agreed upon by both parties."
UNFAVORABLE

Overly Broad Confidentiality Obligations

"All information, regardless of its nature, shall be deemed confidential and subject to indefinite protection."

Fallbacks

High-Risk Projects

In high-risk projects, confidentiality clauses should include additional security measures and stricter access controls to protect sensitive data.

Cross-Border Agreements

For cross-border agreements, ensure the clause complies with international data protection laws and addresses data transfer issues.

Start-Up Collaborations

In start-up collaborations, focus on protecting innovative ideas and proprietary technology with tailored confidentiality terms.
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