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PLAYBOOK TEMPLATES

Joint Development Agreement (JDA)

A JDA sets forth terms for collaborative product or technology development, addressing ownership, confidentiality, and IP outcomes. This playbook highlights best practices for defining contributions, milestones, and dispute resolution.

Payment Terms

Why This Matters: Well-defined payment terms protect cash flow, reduce the potential for billing disputes, and provide enforcement tools for revenue verification.

Negotiation strategy

If you're the Company A:

Ensure payment terms are linked to clear deliverables and milestones. Negotiate for favorable audit rights to verify compliance.

If you're the Company B:

Advocate for timely compensation and clear reporting requirements. Ensure currency conversion costs are addressed.

Essential elements

1

Payment Schedule

Defines timing of payments.
2

Audit Rights

Allows verification of compliance.
3

Currency of Payment

Specifies payment currency.

Action framework

ACCEPT

Propose edits if payment terms lack clarity or enforceability.

EDIT

Reject if terms are ambiguous or unfairly allocate risks.

ADD

Add clauses for currency conversion costs or missing audit rights.

PRO TIP

Always ensure payment terms are linked to specific deliverables to avoid disputes.

Example clauses

FAVORABLE

Clear Milestone Payments

"Payments shall be made upon completion of each milestone as detailed in Schedule A."
NEUTRAL

Standard Reporting

"Reports shall be submitted quarterly, detailing project progress."
UNFAVORABLE

Unspecified Currency Costs

"Payments may be subject to conversion fees without clear allocation."

Fallbacks

International Contracts

In international contracts, specify which party bears currency conversion costs to prevent disputes.

High-Value Projects

For high-value projects, ensure audit rights are robust to verify large transactions.

Variable Royalty Rates

In agreements with variable royalty rates, ensure clear calculation methods are included.
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WEEK 1
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