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PLAYBOOK TEMPLATES
Software License Agreement
A Software License Agreement governs the use and distribution of software between a licensor and licensee. This playbook examines license grant terms, maintenance obligations, and compliance mechanisms for audit and enforcement.
IP Ownership & Improvements
Negotiation strategy
Ensure that all rights to the Licensed IP and any modifications or derivative works are retained. Include clear protocols for future improvements to protect your interests.
Negotiate for rights to exploit advancements and ensure any joint developments are equitably shared. Seek clarity on pre-existing rights to avoid future disputes.
Essential elements
1
Ownership of Licensed IP
Retain all rights to Licensed IP.
2
Pre-existing Rights
Maintain ownership of pre-existing IP.
3
Modifications Ownership
Assign modifications to Licensor.
Action framework
ACCEPT
Propose edits if the clause does not clearly assign ownership of modifications to the Licensor.
EDIT
Reject if the clause allows the Licensee to claim ownership of the Licensed IP.
ADD
Add language to cover future improvements and ensure notification and negotiation protocols.
PRO TIP
Always clarify ownership of improvements to prevent disputes and ensure alignment with strategic goals.
Real-world examples
FAVORABLE
Clear Ownership Clause
"The Licensor retains all right, title, and interest in and to the Licensed IP, including any and all intellectual property rights therein. The Licensee acknowledges that it shall not acquire any ownership rights in the Licensed IP under this Agreement."
NEUTRAL
Pre-existing Rights Clause
"All pre-existing intellectual property rights owned by either party prior to the execution of this Agreement shall remain the sole property of the respective party. Nothing in this Agreement shall be construed as transferring any ownership rights in such pre-existing intellectual property."
UNFAVORABLE
Joint Ownership of Modifications
"The parties agree to jointly own any modifications or derivative works, with each party having the right to exploit such works independently."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that ownership rights are clearly defined to mitigate potential disputes and protect investments.
Cross-Border Licensing
Consider jurisdictional issues and ensure that ownership and licensing terms comply with local laws to avoid enforcement challenges.
Joint Development Ventures
In joint development ventures, establish clear protocols for ownership and licensing to ensure equitable sharing of rights and responsibilities.
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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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