5
PLAYBOOK TEMPLATES

Statement of Work (SOW)

A Statement of Work defines the specific deliverables, timelines, and responsibilities under a broader master agreement. This playbook offers frameworks for drafting precise scopes, managing milestones, and mitigating disputes over performance.

Confidentiality & Data Protection

Why This Matters: Failure to protect sensitive information can lead to regulatory fines, reputational damage, and loss of customer trust. Strong provisions mitigate the risk of data breaches and non-compliance.

Negotiation strategy

If you're the Customer:

Ensure that confidentiality obligations are clearly defined and include specific measures for data protection compliance. Negotiate for the inclusion of robust data breach notification requirements.

If you're the Contractor:

Focus on limiting liability by ensuring that confidentiality obligations are reasonable and achievable. Advocate for clear definitions of permitted disclosures to avoid unnecessary restrictions.

Essential elements

1

Confidentiality Obligations

Defines protection of shared information.
2

Data Protection Compliance

Ensures adherence to data laws.
3

Data Breach Notification

Outlines breach reporting requirements.

Action framework

ACCEPT

Propose edits if the confidentiality clause lacks specific data protection measures or if the data breach notification timeline is too lenient.

EDIT

Reject clauses that do not comply with applicable data protection laws or fail to provide adequate protection for sensitive information.

ADD

Add clauses to address any gaps in data security measures or to include jurisdiction-specific data protection requirements.

PRO TIP

Always ensure that data protection clauses are aligned with the latest regulatory requirements to avoid compliance issues.

Example clauses

FAVORABLE

Preferred Confidentiality Clause

"Each party agrees to keep confidential all information disclosed to it by the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure. Each party shall use the same degree of care to protect such confidential information as it uses to protect its own confidential information, but in no event less than reasonable care."
NEUTRAL

Standard Data Protection Clause

"Each party shall comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), in relation to the processing of personal data exchanged under this agreement."
UNFAVORABLE

Weak Data Breach Notification

"In the event of a data breach, the party experiencing the breach shall notify the other party within a reasonable time frame."

Fallbacks

High-Risk Projects

For projects involving sensitive data, ensure that additional security measures are included, such as encryption and regular audits.

Cross-Border Data Transfers

Include clauses that address data transfer mechanisms and compliance with international data protection standards.

Third-Party Involvement

Ensure that third parties involved in data processing are bound by similar confidentiality and data protection obligations.
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