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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

Why This Matters: Inadequate confidentiality protections risk unauthorized disclosures, competitive harm, and regulatory penalties for failing to secure confidential or personal information.

Negotiation strategy

If you're the Buyer:

Ensure the clause is mutual, covering both parties equally. Define 'Confidential Information' to include all non-public information disclosed by either party.

If you're the Supplier:

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.

Example clauses

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."

Fallbacks

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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