Software Asset Management (General Commercial)

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Finds provisions dealing with rights and formalities of assignment of the agreement. Works best on commercial and corporate agreements. Not recommended for use on Facility agreements or Leases.

Both parties shall not assign its rights or delegate its duties under this Agreement without the prior written consent of either party. Each party agrees to provide the other with reasonable prior notice in the event of an assignment. Neither party’s consent shall be unreasonably withheld. Any assignment or delegation attempted in violation of this provision shall be null and void.

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Position 2 in the Assignment chain

Extract 4 only

Finds the clause commonly entitled “audit” which describes the licensor or licensee’s rights to audit the delivery of each other’s obligations in terms of the agreement.

Videojet reserves the right at any time to monitor and audit, either physically or electronically, Your use of the information obtained from the VideojetConnect DB, including specifically the Coding and Marking Data. You agree to allow Videojet access Your premises, computers (including, but not limited to, hardware, software and network services) and personnel at all reasonable times for the purposes of that auditing and monitoring.

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Finds provisions that trigger new rights or obligations in the event of a change in ownership in a party.

Furthermore, Supplier shall notify BATO immediately in the event there is a change of control or material adverse change in Supplier’s business or financial condition since the last submission of financial statements to BATO.

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Finds definitions of “Control” & “Change of Control” in the context of mergers/acquisitions. 

"Change of Control": shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.

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Extract 4 only

Finds the clause which describes the reporting obligations of either party in relation to personal data obligations, whether contractual or regulatory.

You will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software and, in the event of any such unauthorised access or use, shall promptly notify us.

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Extract 4 only

Finds the clause commonly entitled “effect of termination” which describes the obligations of the parties when termination has occurred in order to conclude the relationship between the parties.

The Licensee agrees that, upon such termination, they will destroy the Software including any copies in whatever form.

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Extract 4 only

Finds the clause and/or definition which describes the fees due and payable by the licensee to the licensor during the agreement term.

Any licence fee payable for Use of the Software in accordance with the Licence Agreement will be detailed in the receipt provided to you upon purchase.

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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.

Force Majeure: Either party shall be excused from any delay or failure in performance hereunder (except for obligations relating to the payment of fees hereunder) caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, epidemics, quarantine restrictions, freight embargoes, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

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Finds the whole clause pertaining to the governing law of the agreement.

This Agreement and the rights and obligations of the parties are governed by the laws of the state of New York, without regard to any conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA). even if that law is adopted in New York.

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Position 2 in the Governing law chain

Extract 4 only

Finds the specific name of the governing law of the agreement.

United States | New York*

This Agreement and the rights and obligations of the parties are governed by the laws of the state of New York, without regard to any conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA). even if that law is adopted in New York.

Position 1 in the Governing law chain

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

9.INDEMNIFICATION 9.1. Customer shall defend Host against any third party claim, action, suit, or proceeding alleging facts that (if true) would constitute a breach of any covenant contained in Section 4.2(c), and Customer shall indemnify Host for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by Host as a result of a final judgment entered against Host in any such claim, action, suit, or proceeding.

Position 2 in the Indemnities chain

Extract 4 only

Finds the clause commonly entitled “indemnity” or “indemnification” which describes the contractual obligation of one party to the other to cover the financial or other damages suffered by the other parties under certain circumstances or on the occurrence of certain events.

9.INDEMNIFICATION 9.1. Customer shall defend Host against any third party claim, action, suit, or proceeding alleging facts that (if true) would constitute a breach of any covenant contained in Section 4.2(c), and Customer shall indemnify Host for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by Host as a result of a final judgment entered against Host in any such claim, action, suit, or proceeding.

Position 1 in the Indemnities chain

Extract 4 only

Finds the clause commonly entitled “intellectual property rights” which describes those provisions relating to the rights and obligations of the parties’ intellectual property which is subject to the terms of the agreement.

Intellectual Property Rights The Software and related documentation shall be copyright works of authorship and will also be protected under applicable database laws. The Licensor will retain © 2018 TimTek Limited End User Licence Agreement. All Rights Reserved.2 TsoftiwmareTek solutions ownership of the Software, all subsequent copies of the Software and all intellectual property rights subsisting therein, regardless of the form in which such copies may exist. The Licence Agreement will not be a sale of the original Software or any copies thereof.

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Finds the whole clause identifying the courts with the power to hear a dispute.

This Agreement shall be governed by the internal laws, and not by the laws regarding conflicts of laws, of the State of California. Each Party hereby submits to the jurisdiction of the courts of the States of California and North Carolina, and waives any objection to venue with respect to actions brought in such courts.

Extract 4 only

Finds the clause commonly entitled “license grant” which gives the licensee certain rights to use the licensor’s intellectual property rights, e.g. software and services.

TimTek Limited, of Kemp House, 160 City Road, London, UK, EC1V 2NX (the "Licensor”) immediately grants you (the "Licensee”) a limited, non-exclusive, non- transferrable licence to Use that software and any and all accompanying documentation (the "Software”) for personal use only, subject to the terms and conditions of the Licence Agreement.

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

10.1. If we have to contact you or give you notice in writing, we will do so by e¬ mail to the address you provide to us in your order for the Software. 10.2. Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

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: Chez Quis LTD | Definition: Company | Number: 04899518 | Address: Buck Haw Brow, Settle BD24, UK, United Kingdom

Name: Rami Rahim of | Definition: Employee | Number: | Address: 44 RONALD AVE, LLANDUDNO JUNCTION LL31 9EY, UK *

Parties (1) Chez Quis LTD incorporated and registered in England and Wales with company number 04899518 whose registered office is at Buck Haw Brow, Settle BD24, UK , United Kingdom (Company). (2) Rami Rahim of 44 RONALD AVE, LLANDUDNO JUNCTION LL31 9EY, UK (Employee).

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: Chez Quis LTD | Definition: Company | Number: 04899518 | Address: Buck Haw Brow, Settle BD24, UK, United Kingdom

Name: Rami Rahim of | Definition: Employee | Number: | Address: 44 RONALD AVE, LLANDUDNO JUNCTION LL31 9EY, UK *

Parties (1) Chez Quis LTD incorporated and registered in England and Wales with company number 04899518 whose registered office is at Buck Haw Brow, Settle BD24, UK , United Kingdom (Company). (2) Rami Rahim of 44 RONALD AVE, LLANDUDNO JUNCTION LL31 9EY, UK (Employee).

Position 2 in the Parties chain

Extract 4 only

Finds the clause and/or definition which specifies if the agreement is subject to automatic renewal or the specific conditions on which the parties can renew the agreement. 

This Agreement may be extended for additional twelve (12) month terms if You elect to continue with the Services upon the expiration of the Initial Term and as agreed between the Parties.

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Extract 4 only

Finds the definitions of “restrictions on use” or “limitations on use” found in either the "definitions" section of the agreement or as a portion of a clause in the body of the agreement.

"Usage Restrictions" means those obligations of Customer and restrictions on Customer's and its Users' use of the SaaS Services, which are set forth in Section 2.3 of this Supplement.

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Extract 4 only

Finds the clause commonly entitled “restrictions on use” which describes restrictions/limitations placed on the purpose and manner in which the software/license/product may be used by the licensee.

Restrictions. Customer may not: (i) copy the Software, except that Customer may make necessary copies for backup purposes only, (ii) use the Software in a manner that is contrary to applicable law, (iii) sublicense or transfer the Software to any third-party, (iv) alter or permit a third party to alter any part of the Software, (v) write or develop any derivative software or any other software program based upon the Software, (vi) use the Software to provide processing services to third parties, or otherwise use the Software on a "service bureau" basis, or (vii) disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of, the Software.

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Extract 4 only

Finds the clause commonly entitled “assignment” which describes whether either party to the agreement may assign/transfer any of its rights or obligations under the agreement.

Assignment. You may not assign this Agreement without the express written consent of the Videojet. Videojet may assign this Agreement to any of its corporate affiliates or pursuant to a merger, consolidation, reorganization, change-in-control or sale of all or substantially all of the assets or business to which this Agreement relates. Any attempted assignment in violation of this provision will be void.

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Position 1 in the Assignment chain

Extract 4 only

Finds the specific time limit under which the rights and obligations under the Software License Agreement will be applicable to the parties.

twelve (12) months

Term, Termination and Suspension. (a) Term. The initial term of this Agreement will start on the Service Commencement Date and continue for a period of twelve (12) months unless terminated in accordance with this Agreement.

Position 1 in the Term chain

Extract 4 only

Finds the clause and/or definition commonly entitled “term” which describes the time limit under which the rights and obligations under the agreement will be applicable to the parties.

Term, Termination and Suspension. (a) Term. The initial term of this Agreement will start on the Service Commencement Date and continue for a period of twelve (12) months unless terminated in accordance with this Agreement.

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Position 2 in the Term chain

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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.

7.2 This Agreement may be terminated by one party giving notice to the other (such notice taking effect immediately) if: 7.2.1 the other commits a material breach of any term of this Agreement which (in the case of breaches capable of being remedied) has not been remedied within 30 days the receiving party's receipt of a written request to remedy the breach; or 7.2.2 the other is judged by a court of competent jurisdiction to be insolvent and/or is placed into administration (or in the case of an individual is made bankrupt) and/or is wound up (other than for the purpose of a bona fide merger, acquisition and/or reconstruction or amalgamation).

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Extract 4 only

Finds the clause commonly entitled “termination for cause” which describes the triggering events that may give rise to a right to early termination of the rights and obligations of the parties under the agreement.

Termination for Cause. If either Customer or Oracle breaches a material term of this Agreement or any Estimate/Order Form or SOW and fails to correct the breach within 30 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any Estimate/Order Form or SOW, the Estimate/Order Form and any applicable SOW under which the breach occurred; or (b) in the case of breach of the Agreement, the Agreement and all Estimates/Order Forms and SOWs that have been placed under the Agreement.

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Extract 4 only

Finds the clause commonly entitled “warranties” which describes the warranties and representations provided by either party to the other regarding any circumstances applicable during the term of the agreement.

Warranty and Disclaimer of Warranty. (a) Warranty. During the term of this Agreement, Videojet warrants that it will provide the Services in a professional and workmanlike manner, in accordance with applicable industry standards in the country in which Videojet is located.

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Extract 4 only

Finds the clause which describes any exceptions or exclusions to the warranties provided by the licensor to the licensee in terms of the agreement.

26.3 Disclaimer. EXCEPT AS SET FORTH IN SECTION 26.1 AND SECTION 26.2. NEITHER THE CLIENT CONTRACTING PARTY NOR THE SUPPLIER CONTRACTING PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES IN RESPECT OF THE SERVICES, THE SOFTWARE OR THE HARDWARE AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE SERVICES, THE MATERIALS OR THE HARDWARE.

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