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PLAYBOOK TEMPLATES
Master Supply Agreement
A Master Supply Agreement governs the ongoing supply of goods between buyer and supplier, setting pricing, logistics, and quality standards. This playbook provides insights into balancing continuity of supply, cost control, and contractual accountability.
Confidentiality Obligations
Negotiation strategy
Ensure the clause is mutual, covering both parties equally. Define 'Confidential Information' to include all non-public information disclosed by either party.
Negotiate for a reasonable duration of confidentiality obligations, typically 3-5 years post-termination. Ensure permitted disclosures are clearly listed.
Essential elements
1
Confidential Information Definition
Includes all non-public information.
2
Duration of Obligations
Typically 3-5 years post-termination.
3
Permitted Disclosures
Disclosures required by law or affiliates.
Action framework
ACCEPT
Propose edits if the clause lacks mutual obligations or clear definitions.
EDIT
Reject if the clause is one-sided or lacks essential elements.
ADD
Add language if confidentiality obligations are missing.
PRO TIP
Always ensure the confidentiality clause aligns with company policy and legal standards.
Real-world examples
FAVORABLE
Preferred Clause
"Each party agrees to keep confidential all non-public information disclosed by the other party, including but not limited to trade secrets, business strategies, and personal data, for a period of five (5) years following the termination of this agreement. Permitted disclosures include those required by law or to affiliates under similar confidentiality obligations. Upon termination, each party shall return or destroy all confidential information received."
NEUTRAL
Standard Clause
"The parties agree to maintain the confidentiality of disclosed information for a reasonable period."
UNFAVORABLE
One-Sided Clause
"Only the receiving party is obligated to maintain confidentiality, with no return or destruction obligations."
Alternative scenarios & positions
High-Risk Projects
For high-risk projects, extend the duration of confidentiality obligations and include stricter return or destruction requirements.
Cross-Border Transactions
Ensure compliance with international data protection laws, such as GDPR, when dealing with cross-border transactions.
Mergers and Acquisitions
In M&A scenarios, confidentiality obligations may need to extend beyond the typical duration to protect sensitive business information.
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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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