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.
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.
FEATURED SOLUTIONS
Contract Email Agent
Self-service Al for instant contract review and markups.
Never leave your inbox. Effortless contract markups and summaries—delivered straight to your inbox. No signups, no apps, no plugins, no playbooks, no delays.
Import PDF. Redline on DocJuris. Export to Word. Save a day of work.
Import locked PDFs or Word docs and get work done with our world-class contract editing platform. Track your changes and comments and export seamlessly to MS Word without the headaches of clunky add-ins.
Markup clauses in seconds. See the reasoning, stay in control.
Negotiate with confidence using DocJuris’s AI-powered suggestions. Pick a suggested action to balance or lean specific terms in favor of a party. Or, quickly make a clause mutual or simpler with a single click without the back-and-forth.
Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
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
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.