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PLAYBOOK TEMPLATES
Data Processing Agreement (DPA)
A DPA outlines obligations between data controllers and processors regarding the handling of personal data under privacy laws. This playbook discusses key terms including processing scope, security measures, and cross-border transfers.
IP Ownership & Licensing
Negotiation strategy
Ensure that all pre-existing IP remains with the Company and negotiate for joint ownership of any IP developed during the collaboration. Seek to include clauses that allow for future flexibility and expansion of IP rights.
Negotiate for a clear license to use the Company's IP for the duration of the contract. Aim to secure rights to any IP developed independently and ensure any joint IP is fairly shared.
Essential elements
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Intellectual Property Ownership
Defines ownership of existing and new IP.
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License Grant
Specifies scope and terms of license.
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Exclusive Rights
Options for exclusive use rights.
Action framework
ACCEPT
Propose edits if the IP ownership terms are not clearly defined or if the license scope is too restrictive.
EDIT
Reject clauses that do not adequately protect pre-existing IP or that impose unreasonable restrictions on future IP development.
ADD
Add clauses to address joint development of IP and to ensure freedom to operate is preserved.
PRO TIP
Always ensure that IP clauses are aligned with the overall business strategy and future growth plans.
Real-world examples
FAVORABLE
Preferred Intellectual Property Ownership
"Each party shall retain ownership of all intellectual property rights that it owned or controlled prior to the execution of this Agreement or that it develops independently of this Agreement. Any intellectual property developed jointly by the parties in the course of performing this Agreement shall be owned jointly by the parties, unless otherwise agreed in writing."
NEUTRAL
License Grant
"Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, royalty-free license to use the Licensor's intellectual property solely for the purpose of [specify purpose]. The Licensee shall not sublicense, assign, or otherwise transfer the rights granted herein without the prior written consent of the Licensor."
UNFAVORABLE
Exclusive Rights
"The Licensee shall have the option to negotiate for exclusive rights to use the Licensor's intellectual property in [specify field or territory], subject to mutually agreed terms and conditions. Such exclusivity shall be documented in a separate agreement."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that IP ownership and licensing terms are robust to mitigate potential disputes and protect significant investments.
Cross-Border Agreements
For cross-border agreements, consider jurisdictional differences in IP laws and ensure compliance with international standards.
Technology Collaborations
In technology collaborations, prioritize clauses that facilitate innovation while protecting proprietary technologies and know-how.
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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
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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