Contract redline

Works like Microsoft Word with Track Changes. Mark up a vendor's services agreement against the company playbook: redline what's off with tracked changes, explain each one, and catch the renewal they slipped in.

The Ostler Cloud Services agreement is back from their counsel with tracked changes. Sofia Ibrahim in Alder Lane Home Goods legal needs it marked up against the playbook before tomorrow's call. (A made-up company and contract. Not legal advice.)

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Ostler Cloud Services Agreement.docxReviewing

From Marcus Adeyemi, Ostler Cloud Services

Services Agreement

Between Alder Lane Home Goods (“Customer”) and Ostler Cloud Services (“Provider”)

Practice document. The companies and terms are made up. Not legal advice.

1.
Definitions
In this Agreement, “Services” means the hosted software and support described in each Order Form, and “Fees” means the amounts payable for the Services under an Order Form.
2.
Services
Provider will provide the Services with reasonable skill and care, in accordance with the Documentation and the service levels in Schedule A.
3.
Term and renewal
This Agreement begins on the Effective Date and continues for twelve (12) months. After the first term, it renews automatically for successive twelve (12) month terms.
4.
Fees
The Fees are set out in each Order Form. Provider may increase the Fees once a year, by no more than ten percent (10%), on sixty (60) days' written notice.
5.
Payment
Provider will invoice annually in advance. Customer will pay each undisputed invoice within fifteen (15) days of the invoice date.
6.
Confidentiality
Each party will keep the other party's Confidential Information confidential, use it only for this Agreement, and protect it with at least reasonable care.
7.
Data protection
Provider will process Customer Data only on Customer's documented instructions and will tell Customer about any security breach affecting Customer Data within seventy-two (72) hours of discovering it.
8.
Warranties
Provider warrants that the Services will perform materially as described in the Documentation. If they do not, Provider will fix the problem or refund the Fees for the affected period.
9.
Indemnification
Provider will defend Customer against any third-party claim that the Services infringe that third party's intellectual property rights, and will pay any damages finally awarded.
10.
Limitation of liability
Except for breaches of confidentiality, each party's total liability under this Agreement will not exceed the Fees paid or payable in the twelve (12) months before the event giving rise to the claim.
11.
Termination
Customer may terminate this Agreement for convenience on sixty (60) days' written notice. Either party may terminate it if the other materially breaches it and does not cure the breach after written notice.
12.
Governing law
This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules.
13.
Notices
Notices must be in writing and sent to the the addresses on the Order Form. Email counts as writing for routine notices.
14.
Entire agreement
This Agreement and its Order Forms are the entire agreement between the parties about its subject matter, and they replace any earlier proposals or understandings.

Comments

Click into a clause, then New Comment.

3 revisions0 comments

Track changes: On

Draft

Redline the Ostler Cloud Services agreement

Sofia IbrahimSenior Counsel, Alder Lane Home Goods

Ostler Cloud Services agreement, our markup before tomorrow's call

Ostler Cloud Services sent the paper back. Mark it up against our playbook:

Anything that doesn't match goes back to our position, with Track Changes on.
A comment on every change, so their counsel can see why.
Clauses that already match stay as they are. Every edit is one more thing they can push back on.

Marcus made a few tracked changes of their own. Accept the typo fixes, but read every one before you do.

Alder Lane Home Goods, Ostler Cloud Services, the people and the agreement are all made up. This is practice, not legal advice.

Open the playbook and compare
Accept or reject each of Marcus's changes
Comment on every clause you change
Send it to Sofia

Send it to Sofia and the read lands here.

Contract redline

Services Agreement

Definitions

Services

Term and renewal

Fees

Payment

Confidentiality

Data protection

Warranties

Indemnification

Limitation of liability

Termination

Governing law

Notices

Entire agreement

Services Agreement

Definitions

Services

Term and renewal

Fees

Payment

Confidentiality

Data protection

Warranties

Indemnification

Limitation of liability

Termination

Governing law

Notices

Entire agreement