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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

Why This Matters: Misaligned IP provisions can lead to loss of proprietary technology or costly litigation over rights.

Negotiation strategy

If you're the Company:

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.

If you're the Sales Agent:

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.

Example clauses

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."

Fallbacks

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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