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PLAYBOOK TEMPLATES
Asset Purchase Agreement
An Asset Purchase Agreement governs the sale and transfer of specific business assets, detailing what is included, excluded, and how liabilities are handled. This playbook walks through due diligence, valuation considerations, and risk allocation terms essential for a clean transaction.
Confidentiality & IP Ownership
Negotiation strategy
Ensure that confidentiality obligations are comprehensive, covering all forms of information and specifying the duration of confidentiality. Clearly define IP ownership to retain rights over any developments made during the contract.
Negotiate for a balanced confidentiality clause that allows necessary disclosures to third parties under strict conditions. Seek a fair IP licensing arrangement that permits use of developed IP for future projects.
Essential elements
1
Confidentiality Obligations
Maintain strict confidentiality of information.
2
IP Ownership
Define ownership of created IP.
3
IP Licensing
Grant limited use rights for IP.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on the scope of confidentiality or IP rights.
EDIT
Reject if the clause fails to protect critical IP or allows broad disclosure of confidential information.
ADD
Add language to specify remedies for unauthorized disclosure or misuse of IP.
PRO TIP
Always ensure that confidentiality and IP clauses are tailored to the specific needs and risks of the transaction.
Real-world examples
FAVORABLE
Preferred Confidentiality Clause
"Each party agrees to maintain in strict confidence all Confidential Information disclosed by the other party, whether orally or in writing, and to use such Confidential Information solely for the purposes of performing its obligations under this Agreement. The receiving party shall not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to its employees, agents, or contractors who are bound by similar confidentiality obligations."
NEUTRAL
Standard IP Licensing Clause
"The disclosing party grants the receiving party a limited, non-transferable, non-exclusive license to use the disclosed intellectual property solely for the purpose of performing its obligations under this Agreement."
UNFAVORABLE
Weak Confidentiality Clause
"Confidential Information may be disclosed to third parties without prior consent, provided it is deemed necessary by the receiving party."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality and IP clauses should include additional safeguards, such as enhanced security measures and stricter penalties for breaches.
Cross-Border Transactions
For cross-border transactions, ensure clauses comply with international IP laws and address jurisdictional differences in confidentiality standards.
Joint Ventures
In joint ventures, clearly delineate IP ownership and usage rights to prevent disputes over jointly developed technologies.
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Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Install Module
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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