3
PLAYBOOK TEMPLATES

Service Level Agreement (SLA)

An SLA establishes measurable service performance standards between provider and customer. This playbook explains methods to draft enforceable metrics, remedies for non-performance, and escalation procedures.

Intellectual Property

Why This Matters: Misallocation of IP rights can result in costly litigation and disrupt product development. Clear ownership reduces third-party dispute risk and minimizes rework.

Negotiation strategy

If you're the Company:

Ensure that all pre-existing IP remains with the company and negotiate for exclusive rights to any newly developed IP that aligns with core business objectives.

If you're the Contractor:

Negotiate for fair compensation for any IP developed during the contract and ensure the ability to use pre-existing IP for future projects.

Essential elements

1

Ownership of Pre-existing IP

Retain rights to existing IP.
2

Ownership of Newly Developed IP

Define rights for new IP.
3

Licensing Rights

Set terms for IP use.

Action framework

ACCEPT

Propose edits if the IP ownership terms do not align with strategic goals or if licensing rights are too restrictive.

EDIT

Reject clauses that do not adequately protect proprietary technology or allow unauthorized sublicensing.

ADD

Add clauses to clarify joint ownership or to include indemnification against third-party claims.

PRO TIP

Always ensure that IP clauses are reviewed by legal counsel to align with both current and future business strategies.

Example clauses

FAVORABLE

Clear Ownership of Pre-existing IP

"Each party shall retain ownership of its pre-existing intellectual property."
NEUTRAL

Standard Licensing Terms

"Each party grants a non-exclusive, royalty-free license for the purposes outlined in this Agreement."
UNFAVORABLE

Ambiguous Joint Ownership

"Ownership of jointly developed IP will be determined at a later date."

Fallbacks

High-Risk Projects

In high-risk projects, ensure that IP ownership is clearly defined to mitigate potential disputes and financial losses.

Collaborative Ventures

For collaborative ventures, establish joint ownership terms that incentivize innovation and equitable sharing of benefits.

Cross-Border Agreements

In cross-border agreements, consider jurisdictional differences in IP law to ensure enforceability and protection.
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