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PLAYBOOK TEMPLATES

Outside Counsel Billing Guidelines

Outside Counsel Billing Guidelines set the standards for law firm engagement, billing, and matter management. This playbook details compliance expectations, expense policies, and audit rights.

Intellectual Property Rights

Why This Matters: Clear IP terms prevent misappropriation and ensure each party’s rights to technology and know-how. This protects business value and limits exposure to third-party infringement claims.

Negotiation strategy

If you're the Company:

Ensure that all IP developed prior to closing remains with the original owner. Negotiate for a comprehensive license to use necessary IP post-closing.

If you're the Outside Counsel:

Retain ownership of all pre-existing IP and negotiate favorable terms for any licenses granted. Ensure indemnification clauses are balanced.

Essential elements

1

IP Ownership

Defines who owns the IP.
2

Licensing Terms

Outlines IP usage rights.
3

Support Obligations

Post-closing IP support.

Action framework

ACCEPT

Propose edits if IP ownership or licensing terms are unclear or incomplete.

EDIT

Reject clauses that do not adequately protect against third-party infringement claims.

ADD

Add clauses to address any missing IP indemnification or infringement remedies.

PRO TIP

Always ensure IP clauses align with your strategic objectives and risk management policies.

Real-world examples

FAVORABLE

Comprehensive IP Ownership Clause

"All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, that are developed, created, or acquired by either party prior to the closing date shall remain the sole and exclusive property of that party."
NEUTRAL

Basic Licensing Agreement

"Each party hereby grants to the other party a non-exclusive, royalty-free, worldwide license to use any intellectual property owned by the granting party necessary for the receiving party to fulfill its obligations under this agreement."
UNFAVORABLE

Ambiguous IP Ownership

"The parties shall jointly own any intellectual property developed during the term of this agreement without further specification."

Alternative scenarios & positions

High-Risk Projects

In high-risk projects, ensure IP indemnification clauses are robust to protect against potential third-party claims.

Cross-Border Transactions

Consider jurisdictional differences in IP laws and ensure compliance in all relevant territories.

Joint Ventures

Clearly define IP ownership and licensing terms to prevent disputes in joint ventures.

Access all other DocJuris Playbooks

Launch in days, not months

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.

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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.