Optional element. Which of the parties will be the beneficiary of this limitation of liability? Clause 11.7
Optional element. Clause 15.5 Optional element. This provision is designed to exclude any rights a third party may have under the Contracts (Rights of Third Parties) Xxx 0000. Clause 15.6 Optional element. Clause 15.7 This template has been drafted to work in the English law context. If you plan to change the governing law, you should have the document reviewed by someone with expertise in the law of the relevant jurisdiction. Which law will govern the document? Clause 15.8
Optional element. As a practical matter, it makes sense for the courts with expertise in the relevant law to have the right to adjudicate disputes. Where one of the parties is outside England (or at least the UK), you may want to grant the courts of their home jurisdiction the right to adjudicate disputes, as this could ease enforcement in some circumstances. The courts of which jurisdiction will have the exclusive right to adjudicate disputes relating to the document (subject to applicable law)?
Optional element. In what circumstances may the Developer exercise its rights under this provision? Should there be an express requirement for the Developer to act reasonably in relation to the exercise of its rights under this provision? Are there any express limitations on this right to modify? Specify the limitations on the right to modify. Clause 10.6 Optional element. Clause 11: Limitations and exclusions of liability Contractual limitations and exclusions of liability are regulated and controlled by law, and the courts may rule that particular limitations and exclusions of liability in contracts are unenforceable. The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in its standard terms and conditions, but will also sometimes intervene where a term has been individually negotiated. The courts may be more likely to rule that provisions excluding liability, as opposed to those merely limiting liability, are unenforceable. If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts, that provision should be drafted as an independent term, and be numbered separately from the other provisions. It may improve the chances of a limitation or exclusion of liability being found to be enforceable if the party seeking to rely upon it specifically drew it to the attention of the other party before the contract was entered into. Exclusions and limitations of liability in UK contracts are primarily regulated by the Unfair Xxxxxxxx Xxxxx Xxx 0000 ("UCTA"). Contracts regulated by UCTA cannot exclude or restrict a party's liability for death or personal injury resulting from negligence (Section 2(1), UCTA). Except insofar as the relevant term satisfies the requirements of reasonableness, such contracts cannot exclude or restrict liability: (i) for negligence (which includes a breach of an express or implied contractual obligation to take reasonable care or exercise reasonable skill) (Section 2(2), UCTA); or (ii) for misrepresentation (Section 3, Misrepresentation Act 1967). In addition, if a contract is regulated by UCTA, and one of the parties is dealing on the other's written standard terms of business, then except insofar as the relevant contractual term satisfies the requirements of reasonableness the other party cannot: (i) exclude or restrict its liability in respect of a breach of contract; or (ii) claim to be entitled to render a contractual per...
Optional element. As a practical matter, it makes sense for the courts with expertise in the relevant law to have the right to adjudicate disputes. Where one of the parties is outside England (or at least the UK), you may want to grant the courts of their home jurisdiction the right to adjudicate disputes, as this could ease enforcement in some circumstances. The courts of which jurisdiction will have the exclusive right to adjudicate disputes relating to the document (subject to applicable law)? Clause 23: Interpretation Should provisions concerning the interpretation of the document be included? Clause 23.1 Optional element. Clause 23.2 Optional element. Clause 23.3 Optional element. Clause 23.4 Optional element. This provision is designed to exclude the application of a rule of interpretation known as the ejusdem generis rule. That rule may affect the interpretation of contractual clauses that list particular examples or instances of some more general idea, by limiting the scope of the general idea by reference to those particular examples or instances. EXECUTION
Optional element. Do you want to include a per event liability cap in this document? Liability caps may be unenforceable in practice. Which of the parties will be the beneficiary of this liability cap? Do you want to include a per event liability cap in this document? What monetary amount should be used in the liability cap? What floating amount should be used in the liability cap? Clause 16.11
Optional element. To whom may the second party disclose confidential information supplied by the first party? Should disclosures made under this provision be prohibited unless there is a "need to know"? Clause 5.3 Should the second party be free to disclose all information received from third parties in circumstances where the second party has no reason to believe that there has been a breach of a confidentiality obligation? Clause 5.5
Optional element. Clause 16.2 Optional element. Clause 16.3 Optional element. Clause 16.4 Optional element. This provision is designed to exclude the application of a rule of interpretation known as the ejusdem generis rule. That rule may affect the interpretation of contractual clauses that list particular examples or instances of some more general idea, by limiting the scope of the general idea by reference to those particular examples or instances. EXECUTION
Optional element. Which of the parties will be the beneficiary of this limitation of liability? Clause 10: Force Majeure Event Optional element. Clause 10.1 Will obligations to make payments be excluded from the scope of the force majeure exception? Clause 10.2 Optional element. Clause 10.3 Optional element. Clause 11: Termination Clause 11.1 What notice period will apply to termination without cause by either party? Clause 11.3 Depending upon the status of the parties, the circumstances of the termination and the applicable law, some of the rights to terminate set out here may be unenforceable. Will the winding up of a party as part of a solvent company reorganisation give rise to a right of termination for the other party? Will or might a party to the document be an individual, rather than a corporate entity? Clause 12: Effects of termination Clause 12.3 Optional element. This provision will not be suitable in all circumstances. The appropriate treatment of charges upon termination will vary from contract to contract. Note, also, that this provision only deals with charges in respect of services. Within what period following termination must charges in respect of services be settled? Clause 13: Notices Optional element. Clause 13.2 Insert all required addressee, address and contact details for contractual notices sent to the Provider. Insert all required addressee, address and contact details for contractual notices sent to the Customer. Clause 14: Subcontracting Optional element. Clause 14.1 Will the Customer only be permitted to withhold consent to subcontracting where it is reasonable to do so? Clause 14.1 Will the Provider be obliged to notify the Customer of any subcontracting arrangements? Clause 15: General Clause 15.1 Optional element. Clause 15.2 Optional element. Clause 15.3 Optional element. This is intended to prevent, for example, one party wrongfully claiming that a term of the contract was changed in a telephone call. Clause 15.4
Optional element. What warranties in relation to the quality of the software will the Licensor give to the Licensee? Is this warranty subject to a materiality threshold? Will this warranty relate to a specific period? For what period will this warranty apply? Clause 9.3 Optional element. What is the scope of this warranty? Clause 9.4 Optional element. What is the jurisdictional coverage of the warranty? Clause 9.5
