Contract Negotiation Playbook

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Contract Negotiation Playbook

Playbook to provide single source of truth for contract negotiation parameters

Meredith Evancie

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

NDA Contract Playbook

Issue Type

Issue Description

Standard (Most Favorable)

Compromise Position

Concession

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.

Same

💼 Legal Department

Term of NDA

Evergreen

Three Years

Five Years

💼 Legal Department

Governing Law

California

Delaware; New York

Anywhere in US

💼 Legal Department

🔐 Security

Purpose for use of Confidential Information

Broad language around use

Can narrow to reasonable extent

Same

💰 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

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How to explore and get started.

First, click here. →

Copy doc

⁠

Second, update the

Issue Type⁠

and

Decision-Maker⁠

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

ungroup⁠

the table first).

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