Guidance Notes. 2. The number of the clause which requires the data is shown in the left hand column for each statement however other clauses may also use the same data
Guidance Notes. We rely on the information you gave us being correct and complete. If it was not, you may not be covered by this Insurance. You must tell us about changes in the information you gave us. If you do not, you may not be covered by this Insurance. You must also tell us about any changes you want us to make to this document.
Guidance Notes. Applicable Programs Parties should satisfy themselves that the Product that they are buying and selling, and the manner of transacting, meets the definition, delivery and other requirements of the Applicable Program. The drafters of this contract make no warranty or representation either way. For your convenience, a list of some Applicable Program websites with information concerning compliance is posted at xxxx://xxxxxxxxxxxxxxxxxxxx.xxx/. Note that these programs are constantly under revision and development; this very contract is offered with the hope of assisting these Applicable Programs in developing consistent and acceptable definitions. Accordingly, parties should review the statutory and regulatory language of the Applicable Program to ensure that the Product delivered complies with the requirements. For example, the defined term “Standard RECs” as used in this contract is intended (but not guaranteed) to meet the definitional requirements of California programs for Renewable Energy Facilities that are certified as complying with the California Energy Commission requirements, once RECs trading is implemented pursuant to recent amendments to the statute authorizing the RPS, because Standard RECs means all Environmental Attributes, whether or not verified. Here is the current standard contract term in California:
Guidance Notes. This clause gives the Service Provider a licence to use the Purchaser Software, the Purchaser Background IPRs, the Purchaser Data and any specially created Intellectual Property Rights owned by the Purchaser in accordance with clause 36 (Specially Created Intellectual Property Rights). If the Purchaser will not own any specially created Intellectual Property Rights in accordance with clause 36 (Specially Created Intellectual Property Rights), the highlighted text should be deleted. If there is a need to amend these terms or a need for more detailed IPR provisions e.g. where multiple different types of IPR or software are involved, appropriate legal advice should be taken. Claims relating to Intellectual Property Rights The Service Provider must not infringe any Intellectual Property Rights of any third party in providing the Services or otherwise performing its obligations under this Contract and must ensure that the provision of the Services and the use or possession of the Deliverables does not infringe such Intellectual Property Rights. The Service Provider shall at all times, during and after the Term, on written demand indemnify the Purchaser and each other Indemnified Person, and keep the Purchaser and each other Indemnified Person indemnified, against all Losses incurred by, awarded against or agreed to be paid by an Indemnified Person arising from an IPR Claim. If an IPR Claim is made, or the Service Provider anticipates that an IPR Claim might be made, the Service Provider may, at its own expense and sole option, either: procure for the Purchaser and/or other relevant Indemnified Person the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other services, the Purchaser’s System and/or the Service Provider’s System; there is no additional cost to the Purchaser and/or relevant Indemnified Person (as the case may be); and the terms and conditions of this Contract shall apply to the replaced or modified Services. If the Service Provider elects to procure a licence in accordance with clause 37.9.1 or to modify or replace an item pursuant to clause 37.9.2, but this has not avoided or resolved the IPRs Claim, then: the Purchaser ...
Guidance Notes. This is a standard clause with the contract made subject to Scots law and Scots jurisdiction. There are only limited circumstances however in which the Scottish courts will be able to hear a dispute because clause 61 (Dispute Resolution) provides for formal dispute resolution by way of arbitration under the Arbitration (Scotland) Xxx 0000. One of the founding principles of the Act is that the courts should not intervene in an arbitration except as provided by the Act. Conventionally, this is the last clause in a Scottish contract.
Guidance Notes. Service Providers may have many “clients” and it is critical that the Service Provider focuses on the Purchaser’s interests when performing the Contract. Similarly, a Service Provider may have a bias to use a third party’s goods or services that might not be the cheapest/best for the Purchaser. Actual or potential conflicts of interest must therefore be avoided and disclosed.
Guidance Notes. The function of this clause is to prevent any part of the contract that is held to be illegal from “infecting” the rest of the contract. Case law on the extent to which an illegal provision is severable or “infecting” is unclear, so it is better to make express contractual provision.
Guidance Notes. Clause 68.1 allows the Purchaser to recover retendering costs after having to terminate the contract for Default. See also clause 12 (Recovery of Sums Due) which will allow the Purchaser to set-off sums due to the Service Provider under the Contract or otherwise. Please note that “expiry or termination” includes the making of a Judicial Order. Clause 68.2 is intended to make it clear that no compensatory payments are to be made to the Service Provider on expiry/termination/Judicial Order except as specifically provided elsewhere. Other consequences of termination or expiry are detailed in (Exit Management).
Guidance Notes. A Service Provider could conceivably discharge its primary contractual obligations by breaching the law e.g. by paying its staff less than the statutory minimum wage or by entering into anti-competitive arrangements. There is a general public interest in upholding and complying with the law and as such this clause makes it a breach of contract for the Service Provider to breach any applicable law or regulatory requirement when performing its obligations under the Contract. If a Service Provider is involved in a public controversy it may be that the Purchaser can rely on this clause to hold the Service Provider to be in breach of contract. But please note that this clause only relates to the Service Provider’s activities under the Contract. In particular, consider whether special provision needs to be made regarding compliance with tax obligations and tax avoidance. This could be included as an obligation on the Service Provider or as a warranty by the Service Provider.
Guidance Notes. These payment terms may be amended as required to reflect the agreed arrangement. Payment terms in sub-contracts are addressed in clause 41 (Sub-Contracting).
