5
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
Negotiation strategy
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.
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.
Real-world examples
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."
Alternative scenarios & positions
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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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
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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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