7
PLAYBOOK TEMPLATES
Advisory Board Board Observer
An Advisory Board & Board Observer Agreement sets participation terms for advisors or observers in company governance. This playbook reviews confidentiality, fiduciary boundaries, and compensation considerations.
Confidentiality Provisions
Negotiation strategy
Ensure that confidentiality obligations are clearly defined and align with the company's business goals and compliance standards. Negotiate for specific carve-outs that protect the company's interests.
Advocate for reasonable confidentiality obligations that do not overly restrict the contractor's operations. Seek clarity on permitted disclosures and ensure they are feasible.
Essential elements
1
Confidentiality Obligations
Obligations to maintain confidentiality.
2
Permitted Disclosures
Conditions under which disclosure is allowed.
3
Return or Destruction
Protocols for data handling post-agreement.
Action framework
ACCEPT
Propose edits when confidentiality terms are too broad or vague, ensuring they are specific and actionable.
EDIT
Reject clauses that impose unreasonable confidentiality obligations or lack necessary carve-outs.
ADD
Add language to address specific regulatory requirements or business needs not covered.
PRO TIP
Always ensure that confidentiality clauses include clear protocols for data return or destruction to avoid future disputes.
Real-world examples
FAVORABLE
Strong Confidentiality Clause
"The Receiving Party agrees to maintain in strict confidence and not to disclose to any third party any Confidential Information received from the Disclosing Party, except as expressly permitted in this Agreement. The Receiving Party shall use the same degree of care to protect the confidentiality of the Confidential Information as it uses to protect its own confidential information, but in no event less than a reasonable degree of care."
NEUTRAL
Permitted Disclosures
"The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting the information from public disclosure."
UNFAVORABLE
Lack of Return Protocols
"The Receiving Party is not required to return or destroy any Confidential Information upon termination of this Agreement."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, confidentiality provisions should include enhanced security measures and stricter disclosure protocols to mitigate potential risks.
Cross-Border Transactions
For cross-border transactions, consider additional legal requirements and data protection laws that may impact confidentiality obligations.
Joint Ventures
In joint ventures, ensure mutual confidentiality obligations are balanced and reflect the shared nature of the collaboration.
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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
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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
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