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PLAYBOOK TEMPLATES
HIPAA Business Associate Agreem
A HIPAA Business Associate Agreement establishes privacy and security obligations for handling protected health information. This playbook reviews compliance controls, breach notification, and indemnification provisions.
Termination & Exit Provisions
Negotiation strategy
Ensure termination rights are clear and include sufficient notice periods to allow for operational adjustments. Negotiate wind-down obligations to minimize service disruption.
Advocate for reasonable notice periods and clearly defined post-termination rights to protect proprietary information and ensure a smooth transition.
Essential elements
1
Termination Rights
Defines conditions for ending the agreement.
2
Notice Periods
Specifies timeframes for termination notice.
3
Wind-Down Obligations
Outlines duties post-termination.
Action framework
ACCEPT
Propose edits if notice periods are too short or wind-down obligations are unclear.
EDIT
Reject if termination rights are overly restrictive or non-compliant with laws.
ADD
Add provisions for data handling and confidentiality post-termination.
PRO TIP
Always align termination clauses with jurisdiction-specific legal requirements to avoid compliance issues.
Real-world examples
FAVORABLE
Comprehensive Termination Clause
"Either party may terminate this Agreement upon 30 days' written notice. Upon termination, both parties shall fulfill all wind-down obligations, including data transfer and confidentiality."
NEUTRAL
Standard Termination Clause
"Termination may occur with 60 days' notice. Parties agree to cooperate in good faith to wind down operations."
UNFAVORABLE
Restrictive Termination Clause
"Termination is only allowed with 90 days' notice and mutual consent, limiting flexibility."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure termination clauses allow for expedited exit to mitigate potential liabilities.
Cross-Border Agreements
Consider additional compliance requirements and potential delays in cross-border terminations.
Technology-Dependent Services
Include specific provisions for data handling and technology transfer post-termination.
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WEEK 1
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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
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WEEK 3
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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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