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PLAYBOOK TEMPLATES
Joint Development Agreement (JDA)
A JDA sets forth terms for collaborative product or technology development, addressing ownership, confidentiality, and IP outcomes. This playbook highlights best practices for defining contributions, milestones, and dispute resolution.
Improvements & Modifications
Negotiation strategy
Ensure that any improvements you develop are clearly owned by you, and negotiate for broad rights to use and commercialize these improvements without restrictions.
Seek to retain ownership of any improvements you develop and consider offering a limited license to the other party to use these improvements, ensuring it aligns with your business interests.
Essential elements
1
Ownership Rights
Defines who owns improvements.
2
Licensing Terms
Outlines rights to use improvements.
3
Confidentiality Obligations
Protects information on improvements.
Action framework
ACCEPT
Propose edits when ownership or licensing terms are unclear or unfavorable.
EDIT
Reject clauses that limit your ability to use or commercialize your own improvements.
ADD
Add language to clarify joint development rights and responsibilities.
PRO TIP
Always ensure that the terms for improvements align with your long-term business strategy and innovation goals.
Example clauses
FAVORABLE
Clear Ownership Clause
"All improvements developed by a party shall be owned by that party, with full rights to commercialize."
NEUTRAL
Shared Licensing Terms
"Each party grants the other a non-exclusive license to use improvements developed during the term."
UNFAVORABLE
Restrictive Use Clause
"Improvements may only be used with prior written consent from the other party."
Fallbacks
Joint Development Projects
In joint development projects, clearly define each party's contributions and ownership rights to avoid future disputes.
High-Value Innovations
For high-value innovations, consider additional protections such as patents or exclusive licenses to maximize value.
Cross-Border Agreements
In cross-border agreements, ensure compliance with local laws regarding IP ownership and licensing to avoid legal complications.
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Contract Playbook Templates
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WEEK 1
CLM Readiness and Design
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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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