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PLAYBOOK TEMPLATES
Joint Development Agreement (JDA)
A JDA sets forth terms for collaborative product or technology development, addressing ownership, confidentiality, and IP outcomes. This playbook highlights best practices for defining contributions, milestones, and dispute resolution.
Confidentiality & NDA
Negotiation strategy
Ensure the confidentiality clause is comprehensive, covering all proprietary information and including specific security measures. Negotiate for a reasonable duration that aligns with the business's strategic interests.
Seek to limit the scope of confidential information to what is necessary and ensure exceptions are clearly defined. Advocate for a balanced duration and reasonable security obligations.
Essential elements
1
Confidentiality Obligations
Duties to protect information.
2
Exceptions to Confidentiality
Conditions where obligations don't apply.
3
Duration of Obligations
Timeframe for confidentiality duties.
Action framework
ACCEPT
Propose edits if the clause lacks specific security measures or if exceptions are too broad.
EDIT
Reject if the clause fails to protect critical proprietary information or lacks enforceability.
ADD
Add language to cover security measures and return or destruction of information.
PRO TIP
Always ensure the confidentiality clause aligns with your company's data protection policies and legal requirements.
Real-world examples
FAVORABLE
Comprehensive Confidentiality Clause
"Each party agrees to keep confidential and not disclose to any third party any confidential information received from the other party, except as expressly permitted under this Agreement. Confidential information shall include, but is not limited to, any proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by drawings or inspection of parts or equipment."
NEUTRAL
Standard NDA Language
"The obligations of confidentiality shall not apply to information which: (a) is or becomes publicly known through no wrongful act of the receiving party; (b) is received from a third party without breach of any obligation of confidentiality; (c) is independently developed by the receiving party without use of or reference to the disclosing party's confidential information; or (d) is required to be disclosed by law or by a governmental authority, provided that the receiving party gives the disclosing party prompt notice of such requirement and cooperates with the disclosing party in obtaining a protective order."
UNFAVORABLE
Weak Confidentiality Protections
"Confidential information may be disclosed to third parties without restriction, provided it is not marked as confidential."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality clauses should include enhanced security measures and stricter access controls to mitigate potential data breaches.
Cross-Border Transactions
For cross-border transactions, ensure the clause complies with international data protection laws and addresses jurisdiction-specific requirements.
Short-Term Engagements
In short-term engagements, consider a shorter duration for confidentiality obligations, but ensure critical information remains protected.
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WEEK 3
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WEEK 4
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