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PLAYBOOK TEMPLATES
Reseller Distribution Agreement
A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.
Intellectual Property Rights
Negotiation strategy
Ensure that all pre-existing IP remains with the company and negotiate for joint ownership of any IP developed during the contract. Secure broad usage rights to leverage the IP fully.
Negotiate to retain ownership of any IP you create and seek a fair compensation for any IP that is jointly developed. Limit the scope of licenses granted to protect your interests.
Essential elements
1
IP Ownership
Defines who owns the IP.
2
Licensing Terms
Outlines scope of licenses.
3
Usage Rights
Specifies how IP can be used.
Action framework
ACCEPT
Propose edits if the IP allocation does not reflect the agreed terms or if the licensing scope is too broad.
EDIT
Reject if the clause assigns all IP rights to one party without fair compensation or joint ownership terms.
ADD
Add language to clarify joint ownership or to specify licensing terms if missing.
PRO TIP
Always ensure IP clauses are clear and reflect the true intent of both parties to avoid future disputes.
Example clauses
FAVORABLE
Balanced IP Ownership Clause
"Each party retains ownership of its pre-existing intellectual property. Any intellectual property developed jointly shall be owned jointly, with each party having an equal share."
NEUTRAL
Standard Licensing Clause
"Licenses granted herein are non-exclusive, non-transferable, and limited to the scope of this agreement."
UNFAVORABLE
One-Sided IP Assignment
"All intellectual property created during the term of this agreement shall be owned by the party that creates it."
Fallbacks
Joint Ventures
In joint ventures, ensure joint ownership terms are equitable and reflect contributions of each party. Consider future commercialization and licensing opportunities.
Cross-Border Agreements
For cross-border agreements, consult with local counsel to ensure compliance with relevant IP laws and consider potential jurisdictional issues.
High-Risk Projects
In high-risk projects, ensure that IP ownership and licensing terms are clear to mitigate potential disputes and protect investments.
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Contract Playbook Templates
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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
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
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