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PLAYBOOK TEMPLATES

Procurement Master Purchase Agreement

A Procurement Master Purchase Agreement defines the terms for purchasing goods or services at scale, streamlining vendor relationships under one umbrella contract. This playbook focuses on commercial leverage, service levels, and compliance mechanisms that drive long-term value.

IP Ownership & Licensing

Why This Matters: Misallocated IP rights can prevent usage, block future developments, and trigger infringement disputes.

Negotiation strategy

If you're the Buyer:

Ensure that all IP created during the contract is owned by the Company. Negotiate for broad licenses to use any necessary IP from the Contractor to support business operations.

If you're the Seller:

Retain ownership of pre-existing IP and negotiate for fair compensation for any IP developed during the contract. Limit the scope of licenses granted to the Company to protect proprietary technology.

Essential elements

1

Ownership Clause

Defines IP ownership rights.
2

License Grant

Outlines scope of IP licenses.
3

Confidentiality

Protects IP confidentiality.

Action framework

ACCEPT

Propose edits if the ownership or license terms do not align with strategic goals.

EDIT

Reject clauses that fail to protect pre-existing IP or impose unreasonable restrictions.

ADD

Add clauses to address future innovations and confidentiality if missing.

PRO TIP

Always ensure IP clauses are clear and align with your business strategy to avoid future disputes.

Example clauses

FAVORABLE

Clear IP Ownership

"All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, created or developed by either party during the term of this Agreement shall be owned by the party that created or developed such intellectual property."
NEUTRAL

Standard License Grant

"Each party hereby grants to the other party a non-exclusive, royalty-free, worldwide license to use, reproduce, and distribute any intellectual property owned by the granting party that is necessary for the receiving party to perform its obligations under this Agreement."
UNFAVORABLE

Ambiguous Retained Rights

"Notwithstanding any provision to the contrary, each party retains all rights, title, and interest in and to its pre-existing intellectual property and any derivatives thereof, except as expressly granted in this Agreement."

Fallbacks

High-Risk Projects

In high-risk projects, ensure IP clauses are robust to protect against potential disputes and financial losses.

Cross-Border Transactions

Address jurisdictional differences in IP laws to ensure compliance and enforceability across borders.

Joint Ventures

Clearly define IP ownership and licensing terms to prevent conflicts between joint venture partners.
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