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PLAYBOOK TEMPLATES

Software License Agreement

A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.

Confidentiality & NDA

Why This Matters: Inadequate confidentiality protections risk unwanted disclosure of trade secrets, undermining competitive advantage and exacerbating legal exposure.

Negotiation strategy

If you're the Licensor:

Ensure that confidentiality clauses are comprehensive, covering all proprietary information types. Negotiate for a duration that aligns with business needs and includes clear return/destroy obligations.

If you're the Licensee:

Focus on limiting the scope of confidentiality obligations to necessary information. Ensure permitted disclosures are reasonable and include provisions for legal compliance.

Essential elements

1

Confidentiality Obligations

Maintain confidentiality of shared information.
2

Duration of Confidentiality

Obligations last five years post-termination.
3

Permitted Disclosures

Disclosures allowed to necessary parties.

Action framework

ACCEPT

Propose edits if the duration or scope of confidentiality is misaligned with business needs.

EDIT

Reject if confidentiality obligations are overly broad or lack necessary protections.

ADD

Add language for reciprocal protections if both parties exchange sensitive data.

PRO TIP

Always ensure that confidentiality obligations are symmetrical and fair, especially in mutual exchanges of sensitive data.

Example clauses

FAVORABLE

Preferred Confidentiality Clause

"Each party agrees to maintain the confidentiality of all proprietary information disclosed by the other party during negotiations and under the license."
NEUTRAL

Fallback Confidentiality Clause

"If negotiation requires, adjust the duration or permitted disclosures while maintaining core protections."
UNFAVORABLE

Overly Broad Confidentiality

"All information, regardless of relevance, must be kept confidential indefinitely."

Fallbacks

High-Risk Projects

In high-risk projects, confidentiality obligations may need to be more stringent, with shorter review periods and stricter return/destroy requirements.

Cross-Border Transactions

Cross-border transactions may require additional considerations for data protection laws and international compliance.

Joint Ventures

In joint ventures, ensure that confidentiality obligations are balanced to protect both parties' interests equally.
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