7
PLAYBOOK TEMPLATES
Mutual Confidentiality (Non-Disclosure Agreement)
A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.
Confidentiality & IP
Negotiation strategy
Ensure that confidentiality obligations are comprehensive and cover all non-public information. Clearly define IP ownership, distinguishing between pre-existing and newly developed IP.
Negotiate for reasonable confidentiality terms that do not overly restrict your operations. Seek joint ownership or licensing rights for IP developed during the transaction.
Essential elements
1
Confidentiality Obligations
Protects non-public information.
2
IP Ownership
Defines ownership of intellectual property.
3
Use Restrictions
Limits use to transaction purposes.
Action framework
ACCEPT
Propose edits if the clause lacks clear definitions or reasonable timeframes.
EDIT
Reject if the clause imposes unreasonable restrictions or lacks mutuality.
ADD
Add language if confidentiality or IP provisions are missing.
PRO TIP
Always ensure confidentiality clauses are aligned with jurisdictional requirements to avoid enforceability issues.
Real-world examples
FAVORABLE
Strong Confidentiality and IP Protection
"The Receiving Party shall maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party and shall not use such information for any purpose other than the Transaction. All intellectual property rights in any materials or information provided by the Disclosing Party shall remain the exclusive property of the Disclosing Party."
NEUTRAL
Standard Confidentiality Clause
"Confidential Information shall be protected for a period of three years following the termination of this Agreement. Any intellectual property developed during the course of this Agreement shall be jointly owned by the Parties."
UNFAVORABLE
Weak Confidentiality Terms
"The Receiving Party may disclose Confidential Information to third parties without prior consent, and all IP developed shall be owned by the Receiving Party."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that confidentiality and IP clauses are more stringent to protect against significant potential losses.
Cross-Border Transactions
For cross-border transactions, include provisions that address compliance with international data protection laws like GDPR.
Joint Ventures
In joint ventures, negotiate clear terms for shared IP ownership and usage rights to prevent future disputes.
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