5
PLAYBOOK TEMPLATES
Data Sharing Data License Agreement
A Data Sharing & Data License Agreement defines rights and restrictions for exchanging or licensing data assets. This playbook examines usage limitations, confidentiality, and indemnification for data misuse.
Liability & Indemnification
Negotiation strategy
Ensure that indemnification clauses cover all potential liabilities, including IP infringement and data breaches. Negotiate for mutual indemnification to protect against third-party claims.
Limit indemnification obligations to direct damages and exclude consequential losses. Seek to cap liability and ensure clear procedures for claim handling.
Essential elements
1
Intellectual Property Indemnity
Covers IP infringement claims.
2
Data Breach Indemnity
Addresses data breach liabilities.
3
Third-Party Agreement Breach
Covers breaches of third-party contracts.
Action framework
ACCEPT
Propose edits when indemnification scope is too broad or lacks mutuality.
EDIT
Reject clauses that impose unlimited liability or lack clear claim procedures.
ADD
Add language for specific risks like data breaches or jurisdictional compliance.
PRO TIP
Always ensure indemnification clauses are mutual and clearly define the scope of liabilities covered.
Real-world examples
FAVORABLE
Comprehensive IP Indemnification
"Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that the indemnifying party's intellectual property infringes any third-party intellectual property rights."
NEUTRAL
Standard Data Breach Indemnity
"Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any data breach or unauthorized access to the indemnifying party's systems that results in the disclosure of the other party's confidential information."
UNFAVORABLE
Uncapped Liability Indemnification
"The indemnifying party shall be liable for all claims, damages, and losses without any limitation or cap."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure indemnification covers all potential liabilities, including environmental and safety-related claims, to mitigate significant financial exposure.
Cross-Border Transactions
For cross-border transactions, adapt indemnification clauses to comply with international laws and address currency fluctuations and jurisdictional challenges.
Technology Agreements
In technology agreements, focus on indemnification for IP infringement and data breaches, ensuring robust protection against cyber threats and patent disputes.
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WEEK 1
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WEEK 2
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WEEK 3
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WEEK 4
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