8
PLAYBOOK TEMPLATES

Patent License Agreement

A Patent License Agreement grants rights to use, manufacture, or sell an invention covered by a patent. This playbook focuses on negotiating royalty structures, field-of-use restrictions, and ownership of improvements.

Confidentiality Obligations

Why This Matters: Maintaining trade secret protection and limiting data leaks is essential to preserving competitive advantages and avoiding regulatory penalties.

Negotiation strategy

If you're the Licensor:

Ensure that confidentiality obligations are comprehensive and align with the company's business goals. Negotiate for clear definitions of exceptions, duration, and remedies to protect sensitive information effectively.

If you're the Licensee:

Advocate for reasonable exceptions to confidentiality obligations to allow necessary disclosures. Ensure that the duration of obligations is not overly burdensome and that remedies for breaches are fair.

Essential elements

1

Protection Standards

Degree of care for information.
2

Permitted Disclosures

Limits on sharing information.
3

Exceptions

Conditions for non-application.

Action framework

ACCEPT

Propose edits when the clause lacks clarity on protection standards or permitted disclosures.

EDIT

Reject if the clause fails to provide adequate remedies for unauthorized disclosures.

ADD

Add language to address jurisdiction-specific confidentiality requirements.

PRO TIP

Always ensure confidentiality clauses are tailored to the specific business context and legal environment.

Example clauses

FAVORABLE

Comprehensive Confidentiality Clause

"Each party agrees to maintain in strict confidence all Confidential Information received from the other party. The receiving party shall use the same degree of care, but no less than a reasonable degree of care, to protect the Confidential Information as it uses to protect its own confidential information of a similar nature. The receiving party shall not disclose any Confidential Information to any third party without the prior written consent of the disclosing party, except as permitted under this Agreement."
NEUTRAL

Standard Permitted Disclosure

"The receiving party may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know such information for the purposes of this Agreement, provided that such employees, agents, or subcontractors are bound by confidentiality obligations no less stringent than those contained herein. The receiving party shall be responsible for any breach of this Agreement by its employees, agents, or subcontractors."
UNFAVORABLE

"The obligations of confidentiality shall not apply to any information that: (a) is or becomes publicly available through no fault of the receiving party; (b) is lawfully received from a third party without any breach of a confidentiality obligation; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by law or by a governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement and cooperates with the disclosing party in seeking a protective order or other appropriate remedy."

High-Risk Projects

Fallbacks

Cross-Border Transactions

For cross-border transactions, ensure compliance with international data protection laws and consider additional clauses for data transfer and storage.

Start-Up Collaborations

In start-up collaborations, balance the need for confidentiality with the flexibility to share information with potential investors or partners.

Licensing & IPPlaybook Template (Pro both parties )

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