3
PLAYBOOK TEMPLATES
HIPAA Business Associate Agreem
A HIPAA Business Associate Agreement establishes privacy and security obligations for handling protected health information. This playbook reviews compliance controls, breach notification, and indemnification provisions.
Intellectual Property Rights
Negotiation strategy
Ensure that the agreement clearly delineates ownership of both background and foreground IP. Negotiate for a broad license to use any foreground IP developed under the agreement.
Seek to retain ownership of any foreground IP you develop. If licensing is necessary, limit the scope and duration to protect your interests.
Essential elements
1
Background IP Ownership
Pre-existing IP ownership terms.
2
Foreground IP Ownership
Newly developed IP ownership terms.
3
Third-Party IP Management
Handling of third-party IP rights.
Action framework
ACCEPT
Propose edits if the IP ownership terms are unclear or do not align with your strategic goals.
EDIT
Reject if the clause fails to protect your core IP assets or imposes unreasonable restrictions.
ADD
Add language to address any missing elements, such as third-party IP considerations or joint development terms.
PRO TIP
Always ensure that IP clauses are aligned with your overall business strategy and risk management policies.
Real-world examples
FAVORABLE
Preferred IP Ownership Clause
"Each party retains ownership of its pre-existing intellectual property ('Background IP'). Any intellectual property developed under this agreement ('Foreground IP') shall be owned by [Party A/Party B], with a license granted to the other party as specified herein. Third-party IP rights shall be managed in accordance with applicable agreements and laws."
NEUTRAL
Standard IP Rights Clause
"Each party retains ownership of its pre-existing intellectual property ('Background IP'). Any intellectual property developed under this agreement ('Foreground IP') shall be owned by [Party A/Party B], with a license granted to the other party as specified herein. Third-party IP rights shall be managed in accordance with applicable agreements and laws."
UNFAVORABLE
Ambiguous IP Ownership Terms
"The ownership of intellectual property developed under this agreement shall be determined by mutual agreement at a later date."
Alternative scenarios & positions
Joint Development Projects
In joint development scenarios, ensure that the IP clause addresses joint ownership and shared licensing rights. Clearly define decision-making processes and revenue sharing to avoid future conflicts.
High-Risk Projects
For high-risk projects, consider additional protections such as indemnities or insurance to mitigate potential IP-related liabilities.
Cross-Border Agreements
In cross-border agreements, ensure compliance with international IP laws and consider jurisdictional differences in IP enforcement.
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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
Launch
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