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PLAYBOOK TEMPLATES

Cloud Services Agreement

A Cloud Services Agreement defines the legal and operational framework for cloud infrastructure or platform usage. This playbook outlines negotiation of service levels, data handling, and termination assistance provisions.

Confidentiality

Why This Matters: Unauthorized disclosure can erode competitive advantage and create legal liabilities, making strong confidentiality terms vital.

Negotiation strategy

If you're the Customer:

Ensure the confidentiality clause is comprehensive, covering all proprietary information. Negotiate for a longer duration of confidentiality obligations post-termination.

If you're the Service Provider:

Seek clarity on what constitutes Confidential Information to avoid overly broad obligations. Propose reasonable exclusions to protect your interests.

Essential elements

1

Definition of Confidential Information

Defines what is considered confidential.
2

Obligations of Confidentiality

Outlines parties' confidentiality duties.
3

Permitted Disclosures

Specifies allowed information sharing.

Action framework

ACCEPT

Propose edits if the definition of Confidential Information is too broad or vague.

EDIT

Reject if the clause imposes unreasonable obligations or lacks necessary exclusions.

ADD

Add language to clarify permitted disclosures and ensure compliance with industry standards.

PRO TIP

Always ensure that confidentiality obligations are clearly defined and enforceable to protect sensitive information effectively.

Example clauses

FAVORABLE

Comprehensive Confidentiality Clause

"Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation.
NEUTRAL

Standard Confidentiality Obligations

"Each party agrees to protect the confidentiality of the other party's Confidential Information with reasonable care."
UNFAVORABLE

Overly Broad Confidentiality

"All information exchanged between the parties is considered confidential, without exception."

Fallbacks

High-Risk Projects

In high-risk projects, confidentiality terms should be more stringent, with enhanced monitoring and reporting requirements.

Cross-Border Transactions

Consider international data protection laws and ensure compliance with cross-border data transfer regulations.

Mergers and Acquisitions

Confidentiality is crucial during M&A to protect sensitive business information and prevent leaks.
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