3
PLAYBOOK TEMPLATES
Data Sharing Data License Agreement
A Data Sharing & Data License Agreement defines rights and restrictions for exchanging or licensing data assets. This playbook examines usage limitations, confidentiality, and indemnification for data misuse.
Confidentiality Obligations
Negotiation strategy
Ensure the clause includes comprehensive definitions and exceptions for confidential information. Advocate for strict usage limitations and robust security measures to protect sensitive data.
Negotiate for clear definitions and reasonable exceptions to confidentiality obligations. Ensure the clause allows necessary disclosures and includes practical security requirements.
Essential elements
1
Definition of Confidential Information
Defines what is considered confidential.
2
Usage Limitations
Restricts use of confidential information.
3
Secure Transmission and Storage
Mandates security measures for data.
Action framework
ACCEPT
Propose edits if the clause lacks clear definitions or security measures.
EDIT
Reject if the clause imposes unreasonable restrictions or lacks necessary exceptions.
ADD
Add language for jurisdiction-specific data protection compliance.
PRO TIP
Always ensure the clause aligns with current data protection laws and industry standards.
Real-world examples
FAVORABLE
Comprehensive Confidentiality Clause
"Confidential Information" means any information disclosed by one party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, including without limitation documents, prototypes, samples, and the like, which is designated as "Confidential," "Proprietary," or some similar designation. Confidential Information shall not, however, include any information which (i) is already known to the receiving party at the time of disclosure; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) is received from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
NEUTRAL
Standard Usage Limitation
The receiving party agrees to use the Confidential Information solely for the purpose of fulfilling its obligations under this Agreement and shall not use the Confidential Information for any other purpose without the prior written consent of the disclosing party.
UNFAVORABLE
Lack of Security Measures
The receiving party shall take reasonable steps to protect the Confidential Information, but no specific security measures are required.
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, additional security measures and stricter usage limitations may be necessary to protect sensitive information.
Cross-Border Transactions
Cross-border transactions may require compliance with multiple jurisdictions' data protection laws, necessitating tailored confidentiality clauses.
Third-Party Involvement
When third parties are involved, ensure the clause includes provisions for third-party disclosures and responsibilities.
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WEEK 1
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WEEK 2
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WEEK 3
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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
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