7
PLAYBOOK TEMPLATES
Material Transfer Agreement (MTA)
An MTA governs the transfer of tangible research materials between organizations. This playbook highlights confidentiality, permitted use, and ownership of resulting data or inventions.
Confidentiality Obligations
Negotiation strategy
Ensure the confidentiality period is sufficiently long to protect sensitive information. Limit disclosures to essential personnel and require written agreements to maintain confidentiality.
Negotiate for reasonable exclusions from confidentiality obligations, such as information already known or independently developed. Ensure the return or destruction of information is feasible.
Essential elements
1
Confidentiality Period
Duration of confidentiality obligations.
2
Permitted Disclosures
Conditions under which information can be shared.
3
Remedies for Breach
Actions available if confidentiality is breached.
Action framework
ACCEPT
Propose edits if the confidentiality period is less than five years or if permitted disclosures are too broad.
EDIT
Reject if the clause lacks clear remedies for breach or a comprehensive definition of confidential information.
ADD
Add language to address jurisdiction-specific confidentiality requirements or additional protections.
PRO TIP
Always ensure that the confidentiality obligations align with industry standards and legal requirements.
Real-world examples
FAVORABLE
Preferred Clause
"The confidentiality obligations set forth herein shall commence on the Effective Date and shall continue for a period of five (5) years following the termination or expiration of this Agreement."
NEUTRAL
Fallback Clause
"The Receiving Party may disclose Confidential Information only to its employees, agents, or contractors who have a need to know such information for the purposes of this Agreement, provided that such employees, agents, or contractors are bound by confidentiality obligations no less stringent than those contained herein."
UNFAVORABLE
Weak Confidentiality Terms
"Confidentiality obligations shall apply only during the term of this Agreement and may be disclosed to any third party without restriction."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality obligations should be more stringent, with additional security measures and longer confidentiality periods.
Cross-Border Transactions
For cross-border transactions, ensure compliance with international data protection laws and consider additional language for data transfer restrictions.
Publicly Traded Companies
Publicly traded companies may require additional disclosures to comply with securities regulations, necessitating tailored confidentiality terms.
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