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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 Obligations
Negotiation strategy
Ensure that confidentiality clauses are comprehensive and enforceable. Focus on limiting exceptions and ensuring that any disclosures are strictly necessary for business operations.
Negotiate for reasonable exceptions to confidentiality obligations that allow for necessary business disclosures. Ensure that obligations are not overly burdensome.
Essential elements
1
Confidential Information Definition
Defines what constitutes confidential information.
2
Obligations of Confidentiality
Details the responsibilities to protect information.
3
Permitted Disclosures
Outlines when disclosures are allowed.
Action framework
ACCEPT
Propose edits when definitions are unclear or obligations are too broad.
EDIT
Reject clauses that lack enforceability or have overly broad exceptions.
ADD
Add clauses when confidentiality obligations are missing or insufficient.
PRO TIP
Always ensure that the survival period of confidentiality obligations aligns with the business's long-term interests.
Real-world examples
FAVORABLE
Preferred Confidentiality Clause
"Confidential Information" means any information, whether written, oral, electronic, or in any other form, that is disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this Agreement, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, strategies, customer information, financial data, and technical information.
NEUTRAL
Fallback Confidentiality Clause
The Receiving Party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the purpose of performing obligations or exercising rights under this Agreement, provided that such employees, agents, or subcontractors are bound by confidentiality obligations no less stringent than those contained herein.
UNFAVORABLE
Overly Broad Exceptions
"The Receiving Party may disclose Confidential Information to any third party without restriction."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality obligations should be more stringent, with limited exceptions and higher penalties for breaches.
Regulatory Compliance
Ensure that confidentiality obligations comply with relevant regulations. Adjust clauses to include necessary disclosures for compliance while maintaining protection.
Cross-Border Transactions
Consider jurisdictional differences in confidentiality laws and ensure clauses are enforceable in all relevant jurisdictions.
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Launch in days, not months
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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