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PLAYBOOK TEMPLATES

Strategic Alliance Agreement

A Strategic Alliance Agreement documents cooperative arrangements between entities for mutual benefit. This playbook highlights IP ownership, performance metrics, and termination strategies.

Confidentiality and IP Rights

Why This Matters: Protecting sensitive data and IP rights preserves competitive advantage and avoids infringement claims. Unclear IP assignments or lax confidentiality terms can lead to loss of proprietary assets.

Negotiation strategy

If you're the Buyer:

Ensure that confidentiality obligations are comprehensive and enforceable. Negotiate for clear IP ownership terms that reflect the intended distribution of rights and responsibilities.

If you're the Seller:

Seek to include carve-outs for residual knowledge to allow for operational flexibility. Ensure that licensing terms are favorable and align with business objectives.

Essential elements

1

Confidentiality Obligations

Strict confidentiality maintenance required.
2

Intellectual Property Ownership

Defines ownership of developed IP.
3

Residual Knowledge

Usage of non-tangible residuals.

Action framework

ACCEPT

Propose edits when confidentiality terms are vague or IP assignments are unclear.

EDIT

Reject clauses that fail to protect proprietary information adequately.

ADD

Add clauses when confidentiality or IP rights are not addressed.

PRO TIP

Always ensure that IP ownership and confidentiality clauses are tailored to the specific transaction to avoid future disputes.

Real-world examples

FAVORABLE

Comprehensive Confidentiality Clause

"Each Party agrees to maintain in strict confidence all Confidential Information received from the other Party and to use such Confidential Information solely for the purposes of this Agreement."
NEUTRAL

Standard IP Ownership

"All intellectual property rights in any materials or inventions developed by a Party prior to the execution of this Agreement shall remain the sole property of that Party."
UNFAVORABLE

Broad Licensing Rights

"Each Party grants to the other Party a non-exclusive, royalty-free license to use its pre-existing intellectual property solely for the purposes of fulfilling the obligations under this Agreement."

Alternative scenarios & positions

Joint Ventures

In joint ventures, ensure that IP developed jointly is clearly defined and ownership is equitable to prevent future disputes.

High-Risk Projects

For high-risk projects, enhance confidentiality terms to protect sensitive data and mitigate potential risks.

Cross-Border Transactions

In cross-border transactions, consider jurisdictional differences in IP laws and confidentiality obligations.

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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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