6
PLAYBOOK TEMPLATES

Statement of Work (SOW)

A Statement of Work defines the specific deliverables, timelines, and responsibilities under a broader master agreement. This playbook offers frameworks for drafting precise scopes, managing milestones, and mitigating disputes over performance.

Intellectual Property

Why This Matters: Ambiguous IP ownership can result in costly disputes and hinder commercialization. Clear rights ensure each party can exploit, protect, and defend the IP as intended.

Negotiation strategy

If you're the Customer:

Ensure that all pre-existing IP is clearly identified and protected. Negotiate for joint ownership of any new IP developed during the project to maximize future use and commercialization opportunities.

If you're the Contractor:

Seek to retain ownership of any IP you develop and negotiate for a license to use the company's pre-existing IP only as necessary for the project. Ensure any joint IP is clearly defined and rights are balanced.

Essential elements

1

Ownership of Existing IP

Retain rights to pre-existing IP.
2

Assignment of New IP

Joint ownership of developed IP.
3

Licensing Terms

Non-exclusive, royalty-free license.

Action framework

ACCEPT

Propose edits if the clause does not clearly define ownership or licensing terms.

EDIT

Reject if the clause unfairly limits your rights to use or commercialize IP.

ADD

Add language to clarify joint ownership or specific usage rights.

PRO TIP

Always ensure IP clauses are aligned with your strategic goals and consider jurisdictional differences in IP law.

Example clauses

FAVORABLE

Clear Ownership of Pre-existing IP

"Each party shall retain ownership of its pre-existing intellectual property. Neither party shall acquire any rights, title, or interest in the other party's pre-existing intellectual property except as expressly set forth in this Agreement."
NEUTRAL

Basic Licensing Terms

"The party that develops new intellectual property shall grant the other party a non-exclusive, royalty-free license to use, reproduce, and distribute the new intellectual property solely for the purposes outlined in this Agreement."
UNFAVORABLE

Ambiguous Joint Ownership

"Any intellectual property developed during the term of this Agreement shall be owned by both parties, without further specification."

Fallbacks

Joint Development Projects

In joint development projects, specify ownership percentages, usage rights, and any revenue-sharing arrangements to avoid future disputes.

High-Risk Projects

For high-risk projects, include detailed IP clauses to protect against potential losses and ensure clear paths for commercialization.

Cross-Border Agreements

In cross-border agreements, consider jurisdictional differences in IP law and ensure clauses are enforceable in all relevant territories.
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