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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

Why This Matters: Strong NDA provisions reduce the risk of unauthorized disclosure, preserve competitive advantage, and mitigate reputational and financial harm.

Negotiation strategy

If you're the Company A:

Ensure that confidentiality clauses are comprehensive and enforceable. Focus on limiting exceptions and ensuring that any disclosures are strictly necessary for business operations.

If you're the Company B:

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.

Example clauses

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."

Fallbacks

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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