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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.
Transaction Scope
Negotiation strategy
Ensure all desired assets and liabilities are clearly listed. Attach detailed schedules to avoid ambiguity.
Clarify any exclusions and ensure liabilities are accurately represented. Negotiate to limit unexpected obligations.
Essential elements
1
Asset List
Comprehensive list of assets.
2
Liability Schedule
Detailed liabilities being transferred.
3
Exclusion Clause
Specifies excluded items.
Action framework
ACCEPT
Propose edits if assets or liabilities are unclear or incomplete.
EDIT
Reject if the scope is too vague or omits critical elements.
ADD
Add language for any missing assets or liabilities.
PRO TIP
Always cross-reference schedules and annexes to ensure alignment with the main agreement.
Real-world examples
FAVORABLE
Preferred Transaction Scope
"The Transaction Scope includes all assets listed in Schedule A, all liabilities detailed in Annex B, and excludes any obligations not expressly stated herein."
NEUTRAL
Fallback Transaction Scope
"The parties agree to transfer the assets and liabilities as outlined in the attached schedules, subject to further clarification as needed."
UNFAVORABLE
Vague Transaction Scope
"The transaction includes various assets and liabilities, details to be determined."
Alternative scenarios & positions
High-Risk Projects
In high-risk projects, ensure the scope is detailed to mitigate potential liabilities and align with risk management strategies.
Cross-Border Transactions
For cross-border deals, consider jurisdictional differences in asset and liability definitions to avoid legal complications.
Technology Transfers
When technology is involved, ensure intellectual property rights are clearly defined and transferred appropriately.
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WEEK 2
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WEEK 3
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WEEK 4
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