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.
Why This Matters: Clear IP provisions prevent ownership disputes, protect value of proprietary assets, and avoid costly litigation over unauthorized use.
Negotiation strategy
If you're the Data Controller:
Ensure that all IP created under the agreement is owned by the Company, with specific licensing terms that align with business objectives. Negotiate for broad usage rights to maximize the value of the IP.
If you're the Data Processor:
Negotiate for joint ownership or a comprehensive license to use the IP for various purposes. Ensure that any restrictions on usage are reasonable and do not hinder business operations.
Essential elements
1
IP Ownership
Defines who owns the IP.
2
Licensing Terms
Outlines scope and restrictions.
3
Usage Rights
Specifies permitted uses.
Action framework
ACCEPT
Propose edits if the IP ownership or licensing terms are ambiguous or do not align with business objectives.
EDIT
Reject clauses that fail to clearly define ownership or impose unreasonable restrictions on IP usage.
ADD
Add language to specify ownership and licensing terms if not present.
PRO TIP
Always ensure IP clauses are aligned with your strategic goals and provide flexibility for future business needs.
Example clauses
FAVORABLE
Preferred IP Ownership
"The intellectual property created under this agreement shall be owned by [Party A], with [Party B] granted a non-exclusive, royalty-free license to use the IP for [specific purpose]."
NEUTRAL
Standard Licensing Terms
"The intellectual property shall be licensed to [Party B] for use in accordance with the terms specified herein."
UNFAVORABLE
Ambiguous Ownership
"The ownership of intellectual property created under this agreement shall be determined at a later date."
Fallbacks
In high-risk projects, ensure IP ownership is clearly defined to mitigate potential disputes and protect proprietary technology.
Collaborative Ventures
For collaborative ventures, consider joint ownership with clear governance structures to manage decision-making and usage rights.
International Agreements
In international agreements, ensure IP clauses comply with local laws and address cross-border usage and enforcement issues.
Technology & DataPlaybook Template (Pro both parties )
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