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PLAYBOOK TEMPLATES

Investment Subscription Agreement

An Investment Subscription Agreement sets the terms for an investor‚ purchase of securities in a company or fund. This playbook addresses representations, closing conditions, and investor rights under applicable securities laws.

Confidentiality & Data Protection

Why This Matters: Protecting confidential and personal data avoids regulatory penalties and reputational harm. Clear protocols reduce risk of unauthorized disclosures and ensure compliance.

Negotiation strategy

If you're the Company:

Ensure that confidentiality clauses are comprehensive and include all necessary protections for sensitive information. Advocate for robust security measures and clear breach notification protocols.

If you're the Investor:

Negotiate for reasonable limitations on confidentiality obligations to avoid undue burdens. Ensure that data protection compliance is feasible and aligns with existing practices.

Essential elements

1

Confidentiality Obligations

Protects sensitive information disclosure.
2

Data Protection Compliance

Adheres to applicable data laws.
3

Security Measures

Implements robust data protection.

Action framework

ACCEPT

Propose edits if clauses lack specific security measures or breach protocols.

EDIT

Reject if confidentiality obligations are overly broad or unmanageable.

ADD

Add clauses for jurisdiction-specific data protection laws.

PRO TIP

Regularly review and update data protection clauses to reflect changes in laws and technology.

Example clauses

FAVORABLE

Preferred Confidentiality Obligations

"Each party agrees to keep confidential all information received from the other party that is marked as confidential or that should reasonably be understood to be confidential, including but not limited to business plans, strategies, customer lists, and financial information. Such information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform the obligations under this Agreement."
NEUTRAL

Standard Data Protection Clause

"Each party shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR)."
UNFAVORABLE

Weak Security Measures

"The parties shall implement reasonable security measures to protect data."

Fallbacks

High-Risk Projects

In high-risk projects, additional security measures and stricter confidentiality obligations may be necessary to mitigate potential data breaches.

Cross-Border Transactions

Cross-border transactions require compliance with multiple jurisdictions' data protection laws, necessitating tailored clauses.

Cloud-Based Services

For cloud-based services, ensure that data protection clauses address data storage, access, and transfer across cloud environments.
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