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PLAYBOOK TEMPLATES
Technology Transfer Agreement
A Technology Transfer Agreement facilitates the sharing or commercialization of proprietary technology between parties. This playbook provides guidance on ownership rights, confidentiality, and obligations to support the transfer process.
Confidentiality Obligations
Negotiation strategy
Ensure the confidentiality clause is comprehensive, covering all aspects of data protection, including scope, exceptions, and duration. Advocate for strong security measures to protect sensitive information.
Negotiate for clear definitions of confidential information and reasonable obligations. Seek to limit the duration and scope to what is necessary for the business relationship.
Essential elements
1
Definition of Confidential Information
Specifies what is considered confidential.
2
Scope of Obligations
Details the protection responsibilities.
3
Duration of Confidentiality
Sets the time period for obligations.
Action framework
ACCEPT
Propose edits if the clause lacks clarity on the scope or duration of confidentiality obligations.
EDIT
Reject if the clause fails to protect critical business information adequately.
ADD
Add language to address jurisdiction-specific privacy laws if not included.
PRO TIP
Always ensure the confidentiality clause aligns with both parties' data protection policies and industry standards.
Real-world examples
FAVORABLE
Preferred Confidentiality Clause
"The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the Disclosing Party."
NEUTRAL
Fallback Confidentiality Clause
"Confidential Information may be disclosed to third parties only if required by law, provided that the Receiving Party gives prompt notice to the Disclosing Party."
UNFAVORABLE
Weak Confidentiality Clause
"The Receiving Party may disclose Confidential Information at its discretion without prior consent."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality obligations should be more stringent, with enhanced security measures and longer durations to protect sensitive data.
Cross-Border Transactions
For cross-border transactions, ensure the clause complies with international privacy laws and addresses data transfer protocols.
Technology Collaborations
In technology collaborations, include specific provisions for protecting proprietary algorithms and software code.
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