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PLAYBOOK TEMPLATES

Executive Employment Agreement

An Executive Employment Agreement sets forth compensation, duties, and protections for senior executives. This playbook highlights negotiation around severance, equity awards, and restrictive covenants.

Intellectual Property Rights

Why This Matters: Clear IP ownership prevents future disputes over rights to products or creations, preserving the value of the work and avoiding litigation.

Negotiation strategy

If you're the Company:

Ensure all deliverables and inventions are owned by the client. Require the contractor to execute necessary documents to perfect IP assignments.

If you're the Contractor:

Negotiate for the retention of ownership of pre-existing IP while granting necessary licenses to the client. Ensure rights to use work product for portfolio purposes.

Essential elements

1

Ownership of Work Product

Client owns all deliverables.
2

Assignment of Intellectual Property

Contractor assigns IP rights to client.
3

Licensing of Pre-existing IP

Client licensed to use pre-existing IP.

Action framework

ACCEPT

Propose edits if IP ownership is unclear or incomplete.

EDIT

Reject if the clause fails to protect client's IP interests.

ADD

Add language for comprehensive IP coverage.

PRO TIP

Always ensure IP clauses align with strategic goals and legal requirements.

Example clauses

FAVORABLE

Comprehensive IP Ownership

"All deliverables, work product, and inventions created by the contractor during the term of this agreement shall be the sole and exclusive property of the client."
NEUTRAL

Limited IP Assignment

"The contractor retains ownership of pre-existing intellectual property but grants the client a license to use it as necessary for the deliverables."
UNFAVORABLE

Ambiguous IP Rights

"The ownership of work product shall be determined at a later date."

Fallbacks

High-Risk Projects

In high-risk projects, ensure additional protections for IP to mitigate potential disputes and financial losses.

Collaborative Development

In collaborative projects, clearly define joint ownership and usage rights to prevent conflicts.

International Agreements

Consider jurisdictional differences in IP laws when drafting clauses for international agreements.
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