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PLAYBOOK TEMPLATES

Grant Agreement

A Grant Agreement documents funding terms for projects or research initiatives. This playbook explores performance milestones, reporting requirements, and clawback conditions.

Confidentiality & IP

Why This Matters: Proper confidentiality and IP clauses prevent unauthorized use of trade secrets and secure rights to critical intellectual property, vital for preserving competitive advantage.

Negotiation strategy

If you're the Grantor:

Ensure that confidentiality obligations are clearly defined and include specific measures for protection. Insist on retaining ownership of any intellectual property developed during the engagement.

If you're the Grantee:

Negotiate for reasonable confidentiality obligations that do not overly restrict operational flexibility. Seek a license to use any intellectual property created for the duration of the contract.

Essential elements

1

Confidentiality Obligations

Defines scope and protection measures.
2

IP Ownership

Clarifies ownership of created IP.
3

IP Licensing

Specifies terms for IP use.

Action framework

ACCEPT

Propose edits if the confidentiality scope is too broad or IP rights are unclear.

EDIT

Reject clauses that fail to protect core IP assets or impose unreasonable confidentiality burdens.

ADD

Add clauses to address any gaps in IP protection or confidentiality measures.

PRO TIP

Always ensure confidentiality measures are at least as stringent as those used for your own information.

Example clauses

FAVORABLE

Robust Confidentiality Clause

"Each Party agrees to maintain in strict confidence all Confidential Information disclosed by the other Party..."
NEUTRAL

Standard IP Ownership Clause

"All intellectual property rights in any materials or inventions created or developed by a Party..."
UNFAVORABLE

Weak IP Licensing Terms

"The creating Party hereby grants to the other Party a non-exclusive, non-transferable, royalty-free license..."

Fallbacks

Cross-Border Transactions

If the agreement involves parties from different jurisdictions, additional analysis may be required to address international IP laws and confidentiality standards.

High-Risk Projects

For projects with significant IP development, ensure clauses are tailored to protect proprietary innovations.

Short-Term Engagements

In short-term contracts, focus on clear exit strategies for IP and confidentiality obligations.
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