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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

Why This Matters: Ambiguities in scope can lead to disputes, unexpected liabilities, and post-closing claims, undermining deal value and increasing legal risk.

Negotiation strategy

If you're the Disclosing Party A:

Ensure all desired assets and liabilities are clearly listed. Attach detailed schedules to avoid ambiguity.

If you're the Disclosing Party B:

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.

Example clauses

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."

Fallbacks

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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