5
PLAYBOOK TEMPLATES
Subcontracting Agreement
A Subcontracting Agreement defines obligations between a primary contractor and subcontractor for project execution. This playbook examines flow-down provisions, performance guarantees, and dispute management.
Confidentiality Obligations
Negotiation strategy
Ensure the confidentiality clause is comprehensive, covering all potential disclosures and including a robust definition of 'Confidential Information'. Insist on a long duration for confidentiality obligations to protect long-term interests.
Negotiate for reasonable exceptions to confidentiality obligations, such as information that becomes public through no fault of the Contractor. Ensure the duration of confidentiality is not excessively long.
Essential elements
1
Confidential Information Definition
Defines what is considered confidential.
2
Non-Disclosure Obligation
Outlines obligations to maintain confidentiality.
3
Duration of Confidentiality
Specifies how long confidentiality lasts.
Action framework
ACCEPT
Propose edits if the definition of 'Confidential Information' is too narrow or if the duration is too short.
EDIT
Reject if the clause lacks reasonable exceptions or imposes undue burdens.
ADD
Add language to cover jurisdiction-specific requirements or additional protections.
PRO TIP
Always ensure that third parties receiving confidential information are bound by similar confidentiality obligations.
Real-world examples
FAVORABLE
Comprehensive Confidentiality Clause
"Confidential Information" means any information, whether oral, written, 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 data, financial information, and any other proprietary information.
NEUTRAL
Standard Non-Disclosure Clause
The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the purpose of fulfilling its obligations under this Agreement.
UNFAVORABLE
Weak Confidentiality Clause
The Receiving Party may disclose Confidential Information to third parties without restrictions.
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality obligations should be more stringent, with additional security measures and longer durations.
Cross-Border Transactions
Consider international data protection laws and ensure compliance with all applicable jurisdictions.
Start-Up Collaborations
Start-ups may require more flexible terms to accommodate rapid changes and potential pivots in business strategy.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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