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PLAYBOOK TEMPLATES

Master Services Agreement (MSA)

An MSA sets the overarching terms governing ongoing services between parties, providing a foundation for future statements of work or projects. This playbook breaks down best practices for managing risk, defining scope, and balancing flexibility with legal protection.

Intellectual Property and Confidentiality

Why This Matters: Proper IP and confidentiality provisions prevent disputes over ownership and unauthorized disclosure of sensitive information.

Negotiation strategy

If you're the Company:

Ensure retention of pre-existing IP and secure necessary usage rights for any developed IP. Emphasize strong confidentiality measures to protect sensitive information.

If you're the Contractor:

Negotiate for joint ownership of developed IP where possible and ensure clear terms for usage rights. Advocate for balanced confidentiality obligations.

Essential elements

1

IP Ownership

Defines ownership of intellectual property.
2

Usage Rights

Outlines rights to use developed IP.
3

Confidentiality Obligations

Details obligations to protect information.

Action framework

ACCEPT

Propose edits if IP ownership or usage rights are unclear.

EDIT

Reject clauses that fail to protect pre-existing IP.

ADD

Add clauses for missing confidentiality obligations.

PRO TIP

Always align IP clauses with your company's strategic goals and confidentiality standards.

Example clauses

FAVORABLE

Preferred IP and Confidentiality Clause

"Each party retains ownership of its pre-existing intellectual property. The receiving party is granted a non-exclusive license to use foreground IP solely for the purposes outlined in this agreement. Both parties agree to maintain the confidentiality of all disclosed information."
NEUTRAL

Standard IP and Confidentiality Clause

"Ownership of intellectual property developed under this agreement shall be jointly held, with usage rights granted as necessary. Confidentiality obligations apply to all shared information."
UNFAVORABLE

Weak IP and Confidentiality Clause

"All intellectual property developed under this agreement is owned by the contractor, with no specific confidentiality obligations outlined."

Fallbacks

High-Risk Projects

In high-risk projects, ensure IP clauses are robust to protect against potential disputes and include stringent confidentiality measures.

Collaborative Ventures

For collaborative ventures, consider joint ownership with clearly defined usage rights and shared confidentiality responsibilities.

Outsourcing Agreements

In outsourcing agreements, prioritize retaining ownership of core IP and ensure the contractor adheres to strict confidentiality obligations.
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