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PLAYBOOK TEMPLATES

Mutual Confidentiality (Non-Disclosure Agreement)

A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.

Termination Rights

Why This Matters: Balanced termination provisions provide an orderly exit path, reducing litigation risk and preserving business relationships.

Negotiation strategy

If you're the Disclosing Party A:

Ensure termination rights are mutual and include reasonable notice periods. Negotiate for a clear definition of material adverse change to avoid disputes.

If you're the Disclosing Party B:

Advocate for a balanced termination clause that protects your interests. Ensure any break-up fees are fair and clearly defined.

Essential elements

1

Termination Events

Conditions allowing agreement exit.
2

Notice Periods

Timeframe for termination notice.
3

Break-Up Fees

Fees applicable upon termination.

Action framework

ACCEPT

Propose edits if termination conditions are one-sided or unclear.

EDIT

Reject if termination rights are absent or overly restrictive.

ADD

Add language for mutual termination events and clear notice periods.

PRO TIP

Always define 'material adverse change' to prevent ambiguity in termination conditions.

Example clauses

FAVORABLE

Balanced Termination Clause

"Either party may terminate this Agreement upon 30 days' written notice in the event of a material breach or mutual agreement."
NEUTRAL

Standard Termination Provision

"Termination may occur with mutual consent or upon breach with notice."
UNFAVORABLE

One-Sided Termination Rights

"Only the Seller may terminate the Agreement at any time without cause."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination rights are robust to allow exit if risks materialize.

Long-Term Contracts

For long-term contracts, include periodic review clauses to reassess termination conditions.

Joint Ventures

In joint ventures, ensure termination rights consider the impact on shared assets and responsibilities.
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