5
PLAYBOOK TEMPLATES
Sales Agency Agreement
A Sales Agency Agreement defines the relationship between a principal and agent for the promotion and sale of goods or services. This playbook outlines commission structures, exclusivity provisions, and termination rights critical to effective representation.
Confidentiality & IP
Negotiation strategy
Ensure that confidentiality clauses are comprehensive, covering all forms of information exchange. Insist on clear IP ownership terms to safeguard proprietary developments.
Negotiate for reasonable exceptions to confidentiality obligations, such as disclosures required by law. Seek joint ownership or licensing terms for collaboratively developed IP.
Essential elements
1
Confidentiality Obligations
Protects disclosed information.
2
Data Handling Protocols
Ensures data security measures.
3
IP Ownership
Defines rights to created IP.
Action framework
ACCEPT
Propose edits if the clause lacks specific data protection measures or clear IP terms.
EDIT
Reject if the clause fails to protect critical business information or IP rights.
ADD
Add language for jurisdiction-specific data protection or joint IP ownership.
PRO TIP
Always align confidentiality and IP clauses with current legal standards and company policies.
Real-world examples
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 and the circumstances of disclosure."
NEUTRAL
Fallback Data Handling Clause
"The parties shall implement and maintain appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of any data exchanged under this Agreement."
UNFAVORABLE
Weak IP Ownership Clause
"Intellectual property rights in materials created under this Agreement shall be shared equally, without clear ownership terms."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that confidentiality and IP clauses are robust to prevent potential leaks or disputes that could jeopardize the project.
Cross-Border Transactions
For cross-border transactions, include clauses that address international data transfer laws and IP rights recognition.
Joint Ventures
In joint ventures, negotiate clear terms for shared IP ownership and confidentiality obligations to protect both parties' interests.
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WEEK 1
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WEEK 2
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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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