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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.
Table of Contents
Intellectual Property Rights
Negotiation strategy
Ensure that all IP developed prior to closing remains with the original owner. Negotiate for a comprehensive license to use necessary IP post-closing.
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.
Example clauses
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."
Fallbacks
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.
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WEEK 1
CLM Readiness and Design
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WEEK 2
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WEEK 3
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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
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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.