1 Definitions Acceptance Tests means the tests designed and agreed in accordance with clause 2 to verify that the Software meets the requirements of[ this Agreement,...
1 Anti-bribery—short form—pro-customer Bribery Laws means the Bribery Act 2010 [and associated guidance published by the Secretary of State for Justice under the Bribery...
1 Anti-tax evasion facilitation 1.1 For the purposes of this clause 1: 1.1.1 the expressions ‘Associated With’, ‘Prevention Procedures’, ‘UK Tax Evasion Offence’ and...
Produced in partnership with Simon Portman of Marks & Clerk Solicitors 1 Brexit—warranty for commercial contracts [Each party OR [name party]] warrants that its ability...
1 Definitions 1.1 In this Agreement: Change means any change to the Services and/or the terms of this Agreement other than a minor operational change as described in...
1 Change control 1.1 If either party wishes to make a change to this Agreement at any time, the Customer may request, and the Supplier may recommend, such a change (a...
Definitions Condition Fulfilment Date means the date by which, unless otherwise waived pursuant to clause 1.6, the Conditions shall be satisfied being [within [insert...
1 Confidentiality clause—mutual—using in-clause definitions Authorised Persons has the meaning given to it in clause 1.1; Confidential Information has the meaning given...
Definitions Customer Data means all information, data and content which is either: (a) provided by the Customer[ or by an End User] to the Supplier when accessing, using...
Produced in partnership with JP Buckley, Rachel Edwards and Andrew Mills of Shoosmiths DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the...
Produced in partnership with JP Buckley, Rachel Edwards and Andrew Mills of Shoosmiths DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Notes:...
1 Dependencies 1.1 The Supplier’s non-performance of its obligations under this Agreement shall be excused if and to the extent: 1.1.1 the non-performance results from...
1 Disputes 1.1 In the event of any dispute arising out of or in relation to this agreement such dispute shall be referred by either party, first, to [insert role] for...
1 Expenses recovery clause—neutral version 1.1 The Customer shall pay the Supplier the following expenses: [insert details of expenses recoverable by Supplier, eg...
Definition—Force Majeure (short form) Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its...
1 Forecast—pro-customer 1.1 The Customer shall notify the Supplier of: 1.1.1 the Customer’s reasonable estimate of its [monthly] requirements for Goods in each Year [on...
1 Definition 1.1 In this Agreement: Open Source Software means any software subject to a version of the General Public License, together with any other ‘open source’...
Hardship means[, subject to clause [1.6 OR 1.7],] a [fundamental OR material] change in the balance of a party’s benefits and obligations under this Agreement caused by...
1 Health and safety [Customer Policies means the policies of the Customer, current copies of which are set out in [insert schedule reference], and as the same may be...
[Authorised Persons means a party’s [and its Group members’] officers, directors, members, partners, and any of [its OR their] employees, consultants, agents,...
1 Insurance 1.1 The Supplier must for the duration of this Agreement and for a period of [insert figure] years after termination or expiry of this Agreement, and at its...
Pro-assignor version 1 Definitions 1.1 In this Agreement: Assigned Intellectual Property Rights means the Intellectual Property Rights detailed in Schedule [insert...
Pro-licensor version 1 Definitions clause 1.1 In this Agreement: [Intellectual Property Rights means copyright, rights related to copyright such as moral rights and...
1 Definitions 1.1 In this clause: Background Intellectual Property means any and all Intellectual Property Rights that are not Foreground Intellectual Property, owned or...
Neutral versionIntellectual Property Rights: means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service...
1 Interest on late payment If either party fails to make payment in accordance with this Agreement the other party shall be entitled, in addition to any unpaid amount...