7
PLAYBOOK TEMPLATES
Letter of Intent (LOI)
A Letter of Intent expresses preliminary terms for a potential transaction, outlining intent before formal contracts. This playbook clarifies binding vs. non-binding provisions and confidentiality obligations.
Confidentiality & IP Rights
Negotiation strategy
Ensure that all proprietary information shared is clearly marked as confidential and that IP ownership is retained for any pre-existing materials. Negotiate for a strong return or destruction clause to protect sensitive information post-agreement.
Seek clarity on the scope of confidentiality obligations and ensure that any IP developed during the contract is appropriately licensed for future use. Negotiate for reasonable care standards in handling confidential information.
Essential elements
1
Confidentiality Obligations
Protects shared proprietary information.
2
IP Ownership
Defines ownership of created IP.
3
License Grant
Outlines usage rights of IP.
Action framework
ACCEPT
Propose edits if confidentiality obligations are vague or if IP ownership is not clearly defined.
EDIT
Reject clauses that allow broad use of proprietary information without consent.
ADD
Add clauses for return or destruction of information upon contract termination.
PRO TIP
Always ensure that confidentiality clauses require at least reasonable care and that IP ownership is clearly allocated to the creating party.
Real-world examples
FAVORABLE
Preferred Confidentiality Clause
"Each party agrees to keep confidential all proprietary information disclosed by the other party during the term of this agreement. Such information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform obligations under this agreement. The receiving party shall use the same degree of care to protect the disclosing party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care."
NEUTRAL
Standard Confidentiality Clause
"Confidential information shall be protected with reasonable care and not disclosed to third parties without consent."
UNFAVORABLE
Weak Confidentiality Clause
"Confidential information may be shared with third parties as deemed necessary by the receiving party."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that confidentiality clauses are more stringent and include specific penalties for breaches to protect sensitive information.
Cross-Border Transactions
For cross-border transactions, consider jurisdiction-specific requirements for IP and confidentiality to ensure compliance with local laws.
Joint Ventures
In joint ventures, clearly define IP ownership and licensing rights to avoid disputes over jointly developed technologies.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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