Procurement (General Commercial)

Extract 4 only

Finds the clause that refers to the obligation of one party to provide some sort of proof of insurance coverage that will be obtained / maintained throughout the duration of the agreement.
Finds the provision as a standalone clause or as a portion of the “Insurance” clause in the agreement. 

Certificate of Insurance or other evidence of the coverage required above shall be furnished by the Supplier to the Buyer upon request.

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Extract 4 only

Finds the definition of "confidential information".

“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. For avoidance of doubt, your Confidential Information includes Your Content; our Confidential Information includes the Services; and Confidential Information of each party includes the terms and conditions of this Agreement and all Purchase Orders (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

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Finds provisions dealing with the definition of confidential information, rights, obligations, and specific infringement. 

Confidentiality 12.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party's lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 12.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. 12.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement. 12.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 12.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier's Confidential Information. 12.6 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer. 12.7 This clause 12 shall survive termination of this agreement, however arising.

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Finds the definition of a force majeure event, as well as provisions on new rights or obligations triggered by events outside the parties' reasonable control.

Neither party will be liable for failure to timely perform under this Agreement to the extent that is performance is delayed by a “Force Majeure” event to the extent caused by any of the following events, provided that they are beyond the party’s reasonable control, without the party’s fault or negligence and could have not been avoided by the party’s use of due care: acts of God including hurricanes, tornadoes, earthquakes and floods; acts of terrorism; civil unrest; interference by civil or military authority, including war and embargoes; fires; epidemics; and labour strikes (other than labour strikes by the work force of the delayed party). The party claiming force majeure has the burden of establishing that a Force Majeure event has delayed performance and shall use commercially reasonable efforts to minimize the delay. The party claiming Force Majeure shall provide the other party with written notice of the Force Majeure event, including the cause of delay, the estimated time of delay and the actions taken or planned to avoid or minimize the impact of delay. If the Supplier claims a Force Majeure event that delays its performance by more than fifteen (15) calendar days, Pentamaster may cancel any further performance or terminate this Agreement with no liability or agree to extend the time of performance in writing.

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Finds any type of indemnity given by one party to another, including the type of loss and protocols for enforcing.

6.1. Indemnification. Company shall defend, indemnify and hold harmless Customer, from and against any and all damage, cost and expenses (including reasonable attorneys' fees) finally awarded by a competent court, which incurred as a result of any claim, suit or proceeding brought against any of them based on a claim that the Walkme Platform and/or the Service infringes upon intellectual property rights; provided Customer has notified Company promptly in writing of such claim, and gave the Company the authority, information, and assistance (at Company's expense) to control and handle the claim or the defense of any such suit, proceeding or settlement. The above indemnification shall be the sole remedy to which Customer shall be entitled in connection with the foregoing.

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Extract 4 only

Finds the Commercial Agreement's initial term.

three (3) years

The term of this Agreement is for a period of three (3) years from the Effective Date (“Initial Term”).

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Finds the initial term of the agreement. 

The term of this Agreement is for a period of three (3) years from the Effective Date (“Initial Term”).

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Finds provisions that obligate a party to obtain insurance, and the types of insurance to obtain.

19.1 Without prejudice to the Customer's rights under this Agreement, the Supplier shall throughout the Term and the Handover Period take out and maintain with insurers consented in advance by the Customer such policies of insurance as may be necessary to insure the Supplier against all manner of risks that might arise in connection with the Supplier's performance of its obligations under the Agreement including (without limitation) in respect of the following risks:

(a) employer's liability and liability for any sub-contractors engaged by the Supplier including (without limitation) in respect of personal injury or death of any person arising under a contract of service or for Services with the Supplier and/or (in respect of employees) arising out of an incident occurring during the course of such person's employment in compliance with the Employer's Liability (Compulsory Insurance) Act 1969;

(b) public liability;

(c) loss or destruction by reason of accident, burglary, theft, fire, negligence, virus or hack attack or otherwise of the Customer 's property;

(d) professional negligence; and

(e) such other may from time to time be reasonably required by the Customer. 19.2 Such insurance cover shall not be less than £10 million in respect of any one incident. The Supplier's insurance policy effecting such cover shall have the interest of the Customer noted on it or at the election of the Customer, such insurance shall be taken out in joint names of the Customer and the Supplier and at the Supplier's expense. ...

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Extract 4 only

Finds the amount that constitutes the maximum liability of a defaulting party, as commonly found within the Limitation of Liability clause.

1000000 £ *

Other than under Clause 8.5, neither Party's liability to the other Party under this Agreement (including any indemnity) shall exceed an amount equal to £1,000,000 (one million pounds sterling) in the aggregate for each consecutive 24 (twenty four) month period during the Term, beginning on the Effective Date.

Position 1 in the Liability cap chain

Extract 4 only

Finds the time limitation on the value of the contract that constitutes the maximum liabilty of a defaulting party, as commonly found within the Limitation of Liability clause.

24 (twenty four) month 

Other than under Clause 8.5, neither Party's liability to the other Party under this Agreement (including any indemnity) shall exceed an amount equal to £1,000,000 (one million pounds sterling) in the aggregate for each consecutive 24 (twenty four) month period during the Term, beginning on the Effective Date.

Position 2 in the Liability cap chain

Extract 4 only

Finds the percentage of the value of the contract  that constitutes the maximum liabilty of a defaulting party, as commonly found within the Limitation of Liability clause.

150%

the Supplier's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 150% of the Subscription Fees paid for the User Subscriptions during the 6 months immediately preceding the date on which the claim arose.

Position 3 in the Liability cap chain

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Finds the maximum amount (usually a specific value or percentage of the value of the contract) that a defaulting party will be liable to pay upon breaching the liabilities covered by the cap.

Other than under Clause 8.5, neither Party's liability to the other Party under this Agreement (including any indemnity) shall exceed an amount equal to £1,000,000 (one million pounds sterling) in the aggregate for each consecutive 24 (twenty four) month period during the Term, beginning on the Effective Date.

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Position 4 in the Liability cap chain

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Finds provisions on how general notices should be served upon a party and permissible forms of communication.

Notices 23.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement. 23.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

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Extract 4 only

Finds the specific definition, name and company number of the parties to the commercial agreement, from within the main party clause. 

Name: Downtown Emergency Medical Agency | Definition: "Covered Entity"| Number: | Address:

Name: Age Trend, Inc | Definition: "Business Associate" | Number: | Address:

by and between, Downtown Emergency Medical Agency (the "Covered Entity”) and Age Trend, Inc. (the "Business Associate”)

Position 1 in the Parties chain

Extract 4 only

Finds and extracts each piece of information for a single party from a full party clause. The party information will be arranged on the review form in the order of (1) party name (2) party definition, (3) party number (4) party address separated by the | character. 

Name: Downtown Emergency Medical Agency | Definition: "Covered Entity"| Number: | Address:

Name: Age Trend, Inc | Definition: "Business Associate" | Number: | Address:

by and between, Downtown Emergency Medical Agency (the "Covered Entity”) and Age Trend, Inc. (the "Business Associate”)

Position 2 in the Parties chain

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Finds obligations or covenants related to the parties advertising their association with each other, and / or using each other's trademarks or logos. 

PUBLICITY. The Parties will issue a joint press release announcing the execution of this Agreement on or shortly following the Effective Date and may desire or be required to issue subsequent press releases relating to the Agreement or activities thereunder. The Parties shall consult with each other reasonably and in good faith and agree with respect to the text and timing of such press releases prior to the issuance thereof, provided that a Party may not reasonably withhold consent to or delay of such releases

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Finds provisions on how the contract ends, and procedure that must be followed. Does not find Effects of Termination. Works best on commercial and corporate agreements. Not recommended for use on Facility agreements or Leases.

Termination. 6.2.1 By Either Party. This Agreement may be terminated by either Party prior to the expiration of the Term, upon delivery of written notice of termination to the other Party, as follows: a. if the other Party fails to perform or observe any material term or condition in this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of such breach from the non- breaching Party;

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Extract 4 only

Finds the specific number of days notice that the counterparty must give when serving notice to terminate. This is usually from within the Term or Termination clause of the agreement. 

six (6) months

unless either party provides six (6) months prior written notice to the other party of such party's desire to allow this Agreement to expire.

Position 1 in the Termination notice period chain

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Finds the notice period a party must give to terminate the agreement.

unless either party provides six (6) months prior written notice to the other party of such party's desire to allow this Agreement to expire.

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Position 2 in the Termination notice period chain

Extract 4 only

Finds the general boilerplate provision that states that a party’s actions will not constitute a waiver of a party’s rights during the term of the agreement.

Waiver. No delay or failure by either Party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

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