Contract amendments
4570
£100(approx. $125)
- Posted:
- Proposals: 2
- Remote
- #95671
- Archived
Description
Experience Level: Intermediate
I have an existing contract that we use for our terms and conditions. One of our clients has proposed 9 amendments or comments- some of which appear fairly reasonable. However, most of these questions appear more technical than my legal competence.
The contract concerns software and data supply.
That is really all I can say. Here are the questions, if that helps:
1. There is no clear description of the software in the section headed “Licensing”. In the section headed “Liability and Indemnification” there is a warranty that the software “will perform as set out in its published specifications”. It isn’t clear where the specification are to be found. Please provide a description of the software and its functionality.
2. The service levels in relation to responding to “inadequate performance” should be made clear. We should have the right to terminate if an error is not fixed within a reasonable time.
3. Under the heading “Modification” Murano have the ability to withhold access or terminate the agreement of we challenge their intellectual property rights. Termination or suspension of the agreement should only be available if there has been a breach. Please delete.
4. Under the heading “Relationship of the Parties”, on the 4th page MCM are required to give an undertaking to abide by the laws and regulations in the countries where we engage in marketing. Murano should give a similar undertaking.
5. Murano should provide a warranty that it owns the IP rights to the software.
6. There should be a specific warranty from Murano with regard to compliance with the Data Protection Act in the UK and compliance with equivalent legislation in countries where it is gathering data.
7. There should be no exclusion or limitation of liability with regard to a breach of regulations or IP warranty.
8. Any revision or amendment of the agreement should be subject to prior written notice (email is fine) rather than by publication on Murano’s website. We do not review suppliers’ websites for changes to terms of business.
9. Novation or assignment of the agreement by Murano should be subject to our consent or our right to terminate the agreement immediately.
The contract concerns software and data supply.
That is really all I can say. Here are the questions, if that helps:
1. There is no clear description of the software in the section headed “Licensing”. In the section headed “Liability and Indemnification” there is a warranty that the software “will perform as set out in its published specifications”. It isn’t clear where the specification are to be found. Please provide a description of the software and its functionality.
2. The service levels in relation to responding to “inadequate performance” should be made clear. We should have the right to terminate if an error is not fixed within a reasonable time.
3. Under the heading “Modification” Murano have the ability to withhold access or terminate the agreement of we challenge their intellectual property rights. Termination or suspension of the agreement should only be available if there has been a breach. Please delete.
4. Under the heading “Relationship of the Parties”, on the 4th page MCM are required to give an undertaking to abide by the laws and regulations in the countries where we engage in marketing. Murano should give a similar undertaking.
5. Murano should provide a warranty that it owns the IP rights to the software.
6. There should be a specific warranty from Murano with regard to compliance with the Data Protection Act in the UK and compliance with equivalent legislation in countries where it is gathering data.
7. There should be no exclusion or limitation of liability with regard to a breach of regulations or IP warranty.
8. Any revision or amendment of the agreement should be subject to prior written notice (email is fine) rather than by publication on Murano’s website. We do not review suppliers’ websites for changes to terms of business.
9. Novation or assignment of the agreement by Murano should be subject to our consent or our right to terminate the agreement immediately.
Ole R.
100% (4)Projects Completed
15
Freelancers worked with
13
Projects awarded
65%
Last project
23 Jul 2022
United Kingdom
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