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PLAYBOOK TEMPLATES

Non-Compete Non-Solicitation Agreement

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.

Data Privacy & Security

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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