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PLAYBOOK TEMPLATES
ISDA Master Agreement
An ISDA Master Agreement standardizes derivatives trading relationships, defining netting, collateral, and termination terms. This playbook assists counsel in managing counterparty risk and regulatory compliance under derivatives frameworks.
Confidentiality & Reporting
Negotiation strategy
Ensure that confidentiality obligations are clearly defined and include necessary carve-outs for regulatory disclosures. Negotiate for regular reporting intervals that align with internal review processes.
Advocate for confidentiality terms that protect proprietary information while allowing for necessary disclosures under legal obligations. Propose reporting formats that are efficient and manageable.
Essential elements
1
Confidentiality Obligations
Protects sensitive information.
2
Regulatory Disclosure Carve-Out
Allows legal disclosures.
3
Reporting Requirements
Defines update intervals.
Action framework
ACCEPT
Propose edits when confidentiality terms are too restrictive or reporting intervals are impractical.
EDIT
Reject clauses that do not allow for necessary legal disclosures or impose unreasonable reporting burdens.
ADD
Add language to clarify reporting formats or to include specific regulatory carve-outs.
PRO TIP
Ensure that all confidentiality obligations are no less stringent than those required by law.
Example clauses
FAVORABLE
Comprehensive Confidentiality Clause
"Each party agrees to keep confidential all information received from the other party that is marked as confidential or that should reasonably be understood to be confidential, except as required by law or regulation, or as necessary to perform obligations under this agreement."
NEUTRAL
Standard Regulatory Disclosure
"Notwithstanding the confidentiality obligations set forth above, either party may disclose confidential information to the extent required by applicable law, regulation, or legal process."
UNFAVORABLE
Overly Broad Confidentiality
"All information exchanged between the parties shall be deemed confidential, with no exceptions for legal disclosures."
Fallbacks
High-Risk Projects
In high-risk projects, confidentiality obligations may need to be more stringent, with additional security measures for data protection.
Cross-Border Transactions
For cross-border transactions, ensure that confidentiality and reporting clauses comply with international data protection laws.
Public Company Involvement
When a public company is involved, reporting requirements may need to align with public disclosure obligations.
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