Term
This Agreement will continue until terminated by either party as specifically authorized herein. • • • This Agreement will remain in effect for _____ years from the date of execution by both parties. Thereafter, it will renew for successive 1-year periods (each a “Renewal Term”), unless either party refuses such renewal by written notice 30 or more […]
Feedback Disclaimer
Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) Customer provides to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit […]
Non-Compete: Restriction on Serving Competitors
During the term of this Agreement and for ___ days following termination, Provider shall not provide Comparable Services to a Competitor for use or consumption in ______ [geographic territory]. For breach of this Section __, Provider shall pay Customer $____ per Competitor, as liquidated damages. (“Comparable Services” refers to _________________. “Competitor” refers to _______________.)
Feedback License
Customer hereby grants Provider a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) Customer communicates to Provider during the Term, without compensation, without any obligation to report on such use, and without any other restriction. Provider’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any […]
Use of Names and Trademarks
Customer hereby grants Provider a trademark license to include Customer’s name and its primary logo, illustrated on Attachment __, (collectively, the “Trademarks”), in any customer list or press release announcing this Agreement during the Term, provided Provider first submits each such press release or customer list to Customer and receives written approval, which approval shall […]
Insurance
During the term of this Agreement and for _______ thereafter, Provider shall maintain in full force and effect: (a) commercial general liability insurance covering personal injury and property damage, including without limitation contractual liability, with limits of at least $_______ per occurrence and $_______ in the aggregate; (b) business automobile liability insurance for all vehicles, […]
Financial Reporting
Once per _________, on reasonable advance notice, Customer may review Provider’s financial books and records, including a current balance sheet, a statement of income and losses for the preceding 12 months, and a statement of cash flows for such 12 months. Unless it receives Provider’s written consent, Customer must conduct any such review in Provider’s offices. […]
Stepping Out
(g) Step-In Duration. Except as set forth below in Subsection __(h) (Stepping Out), Step-In will continue until the end of the Term in effect at the start of Step-In. (h) Stepping Out. Step-In will terminate on the earlier of the following: (i) Customer surrenders control of the Impacted Services, on no less than __ days’ written notice; […]
Step-In Rights
“Step-In Condition” means: (A) material failure of a Critical System (as defined in Attachment X, Step-In Process) to perform according to its Specifications for more than ___________, including without limitation failures resulting from force majeure, in each case unless such failure is cured within __ days of Customer’s written notice; (B) any event that authorizes termination […]
Business Continuity Escrow
Within __ days of the Effective Date, the parties shall execute a third party escrow agreement in the form attached hereto as Attachment __ (“the SaaS Escrow Agreement”) in conjunction with ______________ (the “Escrow Agent”). The following are “Escrow Breaches”: (a) Provider’s material breach of the SaaS Escrow Agreement; and (b) Customer’s material breach of […]