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PLAYBOOK TEMPLATES

Management Consulting Agreement

A Management Consulting Agreement governs advisory or professional services engagements. This playbook explores fee structures, confidentiality, and limitation of liability provisions.

Confidentiality Obligations

Why This Matters: Inadequate confidentiality protections can result in data breaches, loss of proprietary information, and reputational damage.

Negotiation strategy

If you're the Company:

Ensure the confidentiality clause is comprehensive, covering all sensitive data relevant to the business. Insist on a broad definition of 'Confidential Information' and a duration that extends beyond the contract term.

If you're the Client:

Negotiate for reasonable exceptions to confidentiality obligations and ensure the duration is not excessively long. Seek clarity on the scope of information covered.

Essential elements

1

Confidential Information Definition

Defines what is considered confidential.
2

Non-Disclosure Obligation

Prohibits sharing of confidential data.
3

Duration of Obligations

Specifies how long obligations last.

Action framework

ACCEPT

Propose edits if the definition of 'Confidential Information' is too narrow or if the duration is insufficient.

EDIT

Reject if the clause lacks essential protections or imposes unreasonable obligations.

ADD

Add language to cover specific types of sensitive information or to clarify exceptions.

PRO TIP

Always ensure the confidentiality clause aligns with your company's data protection policies and legal requirements.

Real-world examples

FAVORABLE

Comprehensive Confidentiality Clause

"Confidential Information" means any information, whether oral or written, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, trade secrets, business plans, strategies, customer lists, financial data, and proprietary technology.
NEUTRAL

Standard Non-Disclosure Terms

"The Receiving Party shall not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party."
UNFAVORABLE

Weak Confidentiality Protections

"Confidential Information is limited to information marked as confidential."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, confidentiality obligations may need to be more stringent, with additional security measures and shorter review periods.

Cross-Border Transactions

For cross-border transactions, ensure compliance with international data protection laws and consider jurisdiction-specific confidentiality requirements.

Short-Term Contracts

In short-term contracts, the duration of confidentiality obligations may be reduced, but core protections should remain intact.

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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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