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PLAYBOOK TEMPLATES
Software Development Agreement
A Software Development Agreement governs custom software creation, specifying scope, milestones, and IP ownership. This playbook highlights negotiation on deliverables, acceptance testing, and post-delivery warranties.
Intellectual Property Rights
Negotiation strategy
Ensure that all pre-existing IP remains with the Company and negotiate for a broad license to use any newly created IP. Consider including indemnification clauses to protect against third-party claims.
Negotiate for ownership of any IP developed solely by the Contractor and seek a fair share in jointly developed IP. Ensure that any third-party components are properly licensed to avoid infringement issues.
Essential elements
1
Ownership of IP
Defines who owns the IP.
2
Licensing Terms
Details scope and duration.
3
Indemnification
Protects against infringement claims.
Action framework
ACCEPT
Propose edits if the clause does not clearly define ownership or lacks necessary licenses.
EDIT
Reject if the clause fails to protect core IP assets or lacks indemnification.
ADD
Add language to cover joint developments and third-party components.
PRO TIP
Always ensure that IP rights are clearly defined to prevent future disputes and facilitate smooth project execution.
Real-world examples
FAVORABLE
Preferred Ownership Clause
"All rights, title, and interest in and to any pre-existing intellectual property, including but not limited to software, documentation, and any other materials, shall remain with the party that owned such rights prior to the execution of this Agreement. Each party grants to the other a non-exclusive, non-transferable, royalty-free license to use such pre-existing intellectual property solely for the purposes of fulfilling its obligations under this Agreement."
NEUTRAL
Standard Licensing Clause
"Each party grants the other a limited license to use its pre-existing intellectual property solely for the duration of this Agreement."
UNFAVORABLE
Ambiguous Ownership Clause
"Ownership of any intellectual property developed under this Agreement shall be determined at a later date."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that indemnification clauses are robust and cover all potential third-party claims to mitigate financial exposure.
Collaborative Ventures
For collaborative ventures, clearly define shared ownership and usage rights to prevent conflicts and ensure mutual benefit.
Use of Open Source
When using open-source components, ensure compliance with licensing terms to avoid infringement and maintain project integrity.
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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
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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
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