8
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.
Security & Audit Rights
Negotiation strategy
Ensure that the contract includes comprehensive security measures and audit rights. Negotiate for the ability to conduct both scheduled and unscheduled audits to verify compliance.
Negotiate to limit the frequency and scope of audits to avoid operational disruptions. Ensure that any audit costs are shared or borne by the requesting party.
Essential elements
1
Security Measures
Industry-standard security protocols.
2
Audit Rights
Rights to verify compliance.
3
Third-Party Assessments
External compliance verification.
Action framework
ACCEPT
Propose edits if the security measures are outdated or insufficient.
EDIT
Reject if the clause does not allow for any audit rights.
ADD
Add language for specific industry compliance needs.
PRO TIP
Always ensure audit rights include access to relevant records and personnel.
Real-world examples
FAVORABLE
Comprehensive Security Measures
"The parties agree to implement and maintain industry-standard technical and organizational security measures to protect the confidentiality, integrity, and availability of data. These measures shall include, but are not limited to, encryption, access controls, and regular security assessments."
NEUTRAL
Basic Audit Rights
"The Company may audit the security measures implemented by the other party upon reasonable notice."
UNFAVORABLE
Limited Audit Rights
"The Company may only audit security measures once per year, with prior approval from the Contractor."
Alternative scenarios & positions
High-Risk Projects
For high-risk projects, ensure more frequent audits and enhanced security measures are included to mitigate potential threats.
Cross-Border Data Transfers
Include specific clauses addressing data protection and audit rights in jurisdictions with differing privacy laws.
Cloud Service Providers
Ensure the contract includes rights to audit cloud service providers' security measures and compliance with data protection standards.
Access all other DocJuris Playbooks
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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
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