Contract Negotiation Playbook

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Contract Negotiation Playbook

Playbook to provide single source of truth for contract negotiation parameters
As Coda has grown, we’ve needed to standardize the contract negotiation process, and we’ve turned to a Coda table to do this. With this playbook, we track (i) commonly negotiated terms, (ii) examples of our position, compromise position and concession position, and (iii) the final decision maker. Our most built-out playbook exists for our sales negotiation process, but providing here a simpler example for NDAs (illustrative purposes only).
NDA Contract Playbook
Issue Type
Issue Description
Standard (Most Favorable)
Compromise Position
Decision-Maker for Concession
Compare Text
💰 Sales
How long obligations survive post-termination or expiration
One year
Two years
Three years (except trade secrets survive as long as they’re trade secrets)
💰 SVP of Sales
💼 Legal
Exclusions from definition of Confidential Information
(i) already had it, (ii) is public knowledge, (iii) recipient otherwise got it free and clear or (iv) independently developed
for (iii), only requirement is that recipient believes they got it free and clear.
💼 Legal Department
Term of NDA
Three Years
Five Years
💼 Legal Department
Governing Law
Delaware; New York
Anywhere in US
💼 Legal Department
🔐 Security
Purpose for use of Confidential Information
Broad language around use
Can narrow to reasonable extent
💰 Account Executive
Whether Confidential Information may be shared with anyone outside of employees of Coda/the counterparty
May be shared with direct and indirect wholly owned subsidiaries, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors who have a legitimate “need to know”; recipient remains responsible for each such person’s compliance
Can cut some parties, such as subsidiaries, consultants, bankers
Language around confidentiality obligations on representatives
💼 Legal Department
Retention rules
Retain to comply with law
Can add concept of complying with document retention policies
Can consider other langauge
🔐 Information Security / IT
How to explore and get started.
First, click here. →
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Second, update the and tables with the relevant issue types and decision-makers for the contract you’re building the playbook for.
Lastly, fill in the Playbook Table with the issues you care about. (You may find it easier to update if you the table first).

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