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PLAYBOOK TEMPLATES
Sales Agreement (Goods Supply Contract)
A Sales Agreement establishes the legal framework for the sale and supply of goods between parties, setting terms for pricing, delivery, and risk transfer. This playbook examines key negotiation points including warranties, payment terms, and remedies for breach.
Intellectual Property
Negotiation strategy
Ensure that all IP created during the contract is owned by the Company. Include clauses that limit the Contractor's use of the IP to the scope of the agreement.
Negotiate for a license to use the IP for similar projects. Ensure that any IP you bring into the project remains your property.
Essential elements
1
IP Ownership
Defines who owns the IP.
2
License Grant
Outlines usage rights.
3
IP Protection
Ensures IP security.
Action framework
ACCEPT
Propose edits if the IP ownership terms are unclear or overly restrictive.
EDIT
Reject clauses that transfer ownership without compensation.
ADD
Add clauses for IP protection and return of materials.
PRO TIP
Always include a survival clause to extend IP rights beyond the agreement's termination.
Real-world examples
FAVORABLE
Preferred Intellectual Property Ownership
"All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, created or developed during the term of this agreement shall be owned exclusively by [Party A]. [Party B] shall not acquire any rights, title, or interest in such intellectual property except as expressly provided in this agreement."
NEUTRAL
License to Use Intellectual Property
"[Party A] grants [Party B] a non-exclusive, non-transferable, royalty-free license to use the intellectual property solely for the purpose of fulfilling its obligations under this agreement. This license shall terminate upon the expiration or termination of this agreement."
UNFAVORABLE
Unrestricted IP Transfer
"[Party B] shall have unrestricted rights to use and distribute the intellectual property developed under this agreement."
Alternative scenarios & positions
Joint Development Projects
In joint development projects, consider joint ownership provisions or cross-licensing agreements to ensure both parties can benefit from the IP.
High-Risk Projects
For high-risk projects, include indemnification clauses to protect against potential IP infringement claims.
International Collaborations
In international collaborations, ensure compliance with local IP laws and consider additional protections for cross-border IP transfers.
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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
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