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PLAYBOOK TEMPLATES

End-User License Agreement (EULA)

An EULA specifies the terms under which end users may access and use software products. This playbook guides counsel through critical clauses on license scope, restrictions, warranties, and limitations of liability.

Confidentiality Obligations

Why This Matters: Inadequate confidentiality provisions risk unauthorized disclosure of sensitive information, harming competitive advantage.

Negotiation strategy

If you're the Licensor:

Ensure the confidentiality clause is comprehensive, covering all proprietary information and trade secrets. Specify the duration and scope to align with business interests.

If you're the Licensee:

Negotiate for clear exceptions and reasonable duration to avoid overly burdensome obligations. Ensure the clause allows necessary disclosures for operational purposes.

Essential elements

1

Scope of Confidentiality

Defines what is confidential.
2

Duration of Confidentiality

Time period for obligations.
3

Exceptions to Confidentiality

Conditions when disclosure is allowed.

Action framework

ACCEPT

Propose edits if the scope is too broad or the duration is excessive.

EDIT

Reject if the clause lacks necessary exceptions or is overly restrictive.

ADD

Add if missing to protect proprietary information.

PRO TIP

Always tailor confidentiality clauses to the specific context and industry standards of the agreement.

Example clauses

FAVORABLE

Comprehensive Confidentiality Clause

"The Receiving Party shall keep confidential and shall not disclose to any third party any Confidential Information disclosed to it by the Disclosing Party, except as expressly permitted in this Agreement."
NEUTRAL

Basic Confidentiality Terms

"Confidential Information shall be protected using reasonable care."
UNFAVORABLE

Overly Broad Confidentiality

"All information shared shall be deemed confidential indefinitely."

Fallbacks

High-Risk Projects

For high-risk projects, enhance confidentiality measures to include stricter access controls and monitoring.

Cross-Border Transactions

Consider international data protection laws and adjust confidentiality terms to ensure compliance.

Joint Ventures

In joint ventures, ensure mutual confidentiality obligations to protect shared interests.
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