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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

Why This Matters: Insufficient confidentiality protections can result in IP leaks, competitive disadvantages, and breach of privacy regulations.

Negotiation strategy

If you're the Licensor:

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.

If you're the Licensee:

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.

Example clauses

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."

Fallbacks

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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