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PLAYBOOK TEMPLATES

Software Development Agreement

A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.

Confidentiality & NDAs

Why This Matters: Leakage of trade secrets or sensitive business information can erode competitive advantage and lead to significant financial and reputational harm.

Negotiation strategy

If you're the Company:

Ensure the confidentiality clause is comprehensive, covering all forms of information and including clear obligations for return or destruction of information post-contract.

If you're the Developer:

Negotiate for reasonable carve-outs and ensure that the obligations do not unduly restrict the contractor's ability to operate or use independently developed information.

Essential elements

1

Definition of Confidential Information

Defines what is considered confidential.
2

Obligations of Confidentiality

Outlines how information must be protected.
3

Permitted Disclosures

Specifies when disclosures are allowed.

Action framework

ACCEPT

Propose edits if the clause lacks clarity on the scope of confidential information or the duration of obligations.

EDIT

Reject if the clause imposes unreasonable restrictions or lacks mutual protections.

ADD

Add language to address specific industry standards or jurisdictional requirements.

PRO TIP

Always ensure that the confidentiality obligations are reciprocal and clearly define the scope and duration.

Example clauses

FAVORABLE

Comprehensive Confidentiality Clause

"Each party agrees to maintain the confidentiality of the other party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information."
NEUTRAL

Standard Permitted Disclosures

"The receiving party may disclose Confidential Information to its employees, agents, or contractors who have a need to know such information."
UNFAVORABLE

Overly Broad Confidentiality Obligations

"The receiving party shall not disclose any information related to this Agreement to any third party under any circumstances."

Fallbacks

High-Risk Projects

In high-risk projects, confidentiality clauses should include enhanced protections and stricter disclosure limitations to mitigate potential damages.

Cross-Border Transactions

Consider jurisdictional differences in confidentiality laws and ensure compliance with international standards.

Technology Collaborations

In technology collaborations, ensure that the clause addresses IP rights and the handling of jointly developed information.
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