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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

Why This Matters: Ambiguity over IP can lead to costly disputes or loss of exclusive rights, undermining the value of technology and stalling product development or commercialization efforts.

Negotiation strategy

If you're the Company:

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.

If you're the Developer:

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.

Example clauses

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."

Fallbacks

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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