6
PLAYBOOK TEMPLATES
Operating Agreement
An Operating Agreement governs internal management and ownership rights of a limited liability company. This playbook highlights voting procedures, capital contributions, and dissolution mechanics.
Confidentiality & IP Rights
Negotiation strategy
Ensure that confidentiality obligations are clearly defined and include survival periods post-termination. Confirm that all intellectual property created under the agreement is owned by the Company.
Negotiate for a reasonable scope of confidentiality obligations and ensure that any IP rights granted are limited to the purpose of the agreement.
Essential elements
1
Confidentiality Obligations
Protects disclosed confidential information.
2
IP Ownership
Defines ownership of created IP.
3
IP Licensing
Grants rights to use IP.
Action framework
ACCEPT
Propose edits if the confidentiality period is too short or IP rights are not clearly assigned.
EDIT
Reject if the clause allows for broad use of confidential information without restrictions.
ADD
Add clauses if confidentiality or IP terms are missing or insufficient.
PRO TIP
Always ensure that confidentiality obligations survive the termination of the agreement for a specified period.
Real-world examples
FAVORABLE
Strong Confidentiality Clause
"Each Party agrees to maintain in strict confidence all Confidential Information disclosed by the other Party..."
NEUTRAL
Standard IP Licensing Clause
"Subject to the terms and conditions of this Agreement, the disclosing Party hereby grants..."
UNFAVORABLE
Weak Confidentiality Terms
"Confidential Information may be disclosed to third parties without restrictions..."
Alternative scenarios & positions
Cross-Border Transactions
Cross-border transactions may require additional considerations for confidentiality and IP rights due to varying legal standards.
Joint Ventures
In joint ventures, ensure that IP ownership and confidentiality obligations are clearly defined to avoid disputes.
Technology Licensing
Technology licensing agreements should specify the scope of IP use and include robust confidentiality terms.
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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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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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