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PLAYBOOK TEMPLATES
Security Addendum SOC 2 Compliance
A Security Addendum & SOC 2 Compliance Agreement supplements core contracts with detailed cybersecurity, audit, and compliance obligations. This playbook provides strategies for negotiating risk allocation, incident response, and certification evidence.
IP Ownership & Licensing
Negotiation strategy
Ensure that all proprietary technology and data remain under the client's ownership. Negotiate for narrowly defined licenses that limit the counterparty's use to specific purposes, durations, and territories.
Seek to obtain a license that allows for necessary operational use while respecting the client's ownership rights. Aim for clarity in the scope and duration to avoid future disputes.
Essential elements
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Ownership of Intellectual Property
Client retains all IP rights.
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Grant of License
Non-exclusive, revocable license granted.
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Scope of License
Limited to specific purposes.
Action framework
ACCEPT
Propose edits if the license terms do not align with the client's strategic goals or if the scope is too broad.
EDIT
Reject clauses that attempt to transfer ownership of the client's proprietary technology or data.
ADD
Add language to clarify the scope, duration, and territory of the license if not explicitly stated.
PRO TIP
Always ensure that the license terms are as specific as possible to prevent unauthorized use or interpretation.
Real-world examples
FAVORABLE
Clear IP Ownership Clause
"The Client shall retain all right, title, and interest in and to its proprietary technology, data, and any related intellectual property rights."
NEUTRAL
Basic License Grant
"The Client hereby grants a license to use the technology as per the agreement."
UNFAVORABLE
Ambiguous Ownership Terms
"The parties shall share ownership of any developed technology."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure that the license includes robust indemnification clauses to protect against potential IP infringement claims.
Cross-Border Transactions
For cross-border transactions, ensure that the license complies with international IP laws and specifies applicable jurisdictions.
Joint Ventures
In joint ventures, clearly define the ownership and licensing terms for any jointly developed technology to prevent future disputes.
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