7
PLAYBOOK TEMPLATES
Outsourcing Agreement
An Outsourcing Agreement governs the delegation of business functions to an external provider, defining scope, service levels, and performance standards. This playbook highlights key risk mitigation strategies for data protection, continuity, and liability allocation.
Confidentiality & IP
Negotiation strategy
Ensure that confidentiality obligations are comprehensive and include restrictions on third-party disclosures. Verify that IP ownership is clearly defined, with exclusive rights to the creating party.
Negotiate for a non-exclusive, non-transferable license to use the intellectual property, ensuring it aligns with the scope of the agreement. Advocate for reasonable security measures to protect confidential information.
Essential elements
1
Confidentiality Obligations
Maintain strict confidentiality of information.
2
IP Ownership
Define ownership of created materials.
3
IP License
Grant limited use rights.
Action framework
ACCEPT
Propose edits when confidentiality terms are vague or IP rights are not clearly defined.
EDIT
Reject clauses that fail to protect proprietary information or allow unrestricted IP use.
ADD
Add clauses to establish clear confidentiality and IP terms if absent.
PRO TIP
Always tailor confidentiality and IP clauses to the specific context of the agreement to ensure enforceability.
Real-world examples
FAVORABLE
Strong Confidentiality Clause
"Each party agrees to maintain in strict confidence all Confidential Information disclosed by the other party, and to use such Confidential Information solely for the purposes of performing its obligations under this Agreement."
NEUTRAL
Basic IP License
"The party owning the intellectual property grants to the other party a non-exclusive, non-transferable, royalty-free license to use the intellectual property solely for the purpose of fulfilling its obligations under this Agreement."
UNFAVORABLE
Weak Confidentiality Terms
"The receiving party may disclose Confidential Information to third parties without restrictions."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that confidentiality and IP clauses are more stringent to protect sensitive information and critical IP assets.
Cross-Border Agreements
For cross-border agreements, consider jurisdiction-specific confidentiality and IP laws to ensure compliance and enforceability.
Joint Ventures
In joint ventures, clearly define IP ownership and licensing terms to prevent disputes over jointly developed materials.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
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We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
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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