An Asset Purchase Agreement governs the sale and transfer of specific business assets, detailing what is included, excluded, and how liabilities are handled. This playbook walks through due diligence, valuation considerations, and risk allocation terms essential for a clean transaction.
Why This Matters: Data breaches and privacy violations can incur regulatory penalties, class-action lawsuits, and damage to reputation, making robust privacy provisions essential.
Negotiation strategy
If you're the Buyer:
Ensure that all data protection clauses are comprehensive and align with the company's internal data security policies. Negotiate for the inclusion of specific breach notification timelines and data subject rights to mitigate potential risks.
If you're the Seller:
Focus on clarifying the scope of data processing and ensure that obligations are reasonable and achievable. Advocate for clear definitions of responsibilities and liabilities in case of data breaches.
Essential elements
1
Data Security Measures
Technical and organizational safeguards.
2
Breach Notification Procedures
Timely reporting of data breaches.
3
Compliance with Relevant Laws
Adherence to GDPR, CCPA, etc.
Action framework
ACCEPT
Propose edits to include specific security measures and breach notification timelines.
EDIT
Reject clauses that do not meet minimum legal standards or lack clarity.
ADD
Add clauses for data subject rights and processing agreements if missing.
PRO TIP
Regularly review and update data protection clauses to align with evolving legal standards and technological advancements.
Example clauses
FAVORABLE
Comprehensive Data Security Clause
"The Parties shall implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure."
NEUTRAL
Basic Compliance Statement
"The Parties agree to comply with applicable data protection laws."
UNFAVORABLE
Vague Data Protection Obligations
"The Parties will try to protect data as best as they can."
Fallbacks
High-Risk Projects
For projects involving sensitive data, ensure additional security measures and stricter compliance checks are in place to mitigate heightened risks.
Cross-Border Data Transfers
Address specific legal requirements for data transfers between jurisdictions, ensuring compliance with international data protection standards.
Small Business Considerations
Tailor data protection obligations to be proportionate to the size and resources of small businesses, while still ensuring compliance with key legal requirements.
FEATURED SOLUTIONS
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Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Install Module
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.