A Non-Compete & Non-Solicitation Agreement restricts post-employment competition and solicitation of clients or employees. This playbook focuses on enforceability standards, scope limitations, and remedies for breach.
Why This Matters: Robust data controls reduce the risk of regulatory sanctions, litigation, and reputational damage from data breaches.
Negotiation strategy
If you're the Company:
Ensure that all data privacy clauses are comprehensive and comply with applicable laws. Insist on regular audits and updates to data security measures.
If you're the Contractor:
Negotiate for reasonable data security obligations that align with industry standards. Ensure clarity on breach notification timelines and responsibilities.
Essential elements
1
Data Security Standards
Implement and maintain security measures.
2
Breach Notification
Notify affected parties promptly.
3
Compliance with Privacy Laws
Adhere to applicable data laws.
Action framework
ACCEPT
Propose edits if the clause lacks specific security measures or breach protocols.
EDIT
Reject if the clause does not comply with major privacy laws like GDPR or CCPA.
ADD
Add language to cover jurisdiction-specific privacy requirements.
PRO TIP
Regularly review and update data privacy policies to ensure compliance with evolving laws.
Example clauses
FAVORABLE
Comprehensive Data Security Clause
"The Company shall implement and maintain reasonable security measures to protect personal and sensitive data against unauthorized access, disclosure, alteration, or destruction. These measures shall include, but are not limited to, encryption, access controls, and regular security assessments."
NEUTRAL
Basic Data Protection Clause
"The Company agrees to protect personal data in accordance with applicable laws."
UNFAVORABLE
Inadequate Data Security Measures
"The Company will try to protect data but does not guarantee security."
Fallbacks
High-Sensitivity Data
For agreements involving high-sensitivity data, such as health or financial data, additional security measures and legal protections should be considered.
Jurisdiction-Specific Privacy Laws
Ensure compliance with specific jurisdictional privacy laws, such as GDPR or CCPA, by including relevant clauses.
Third-Party Data Processors
Include clauses that require third-party data processors to adhere to the same data protection standards and conduct due diligence on their compliance.
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WEEK 1
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WEEK 2
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WEEK 3
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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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