Clause Library

242 clause(s) retrieved.
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11 11.9 Severability - invalid provisions severed [**Clause 100: Severability**] Private Edit Delete
11 11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] Private Edit Delete
11 11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] Private Edit Delete
11 11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] Private Edit Delete
11 11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] Private Edit Delete
11 11.4 Agreement is governed by English law [**Clause 95: Governing Law**] Private Edit Delete
11 11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] Private Edit Delete
11 11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] Private Edit Delete
11 11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] Private Edit Delete
10 10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] Private Edit Delete
10 10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] Private Edit Delete
10 10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] Private Edit Delete
10 10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] Private Edit Delete
10 10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] Private Edit Delete
9 9.10 Data protection obligations survive termination [**Clause 86: Survival**] Private Edit Delete
9 9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] Private Edit Delete
9 9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] Private Edit Delete
9 9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] Private Edit Delete
9 9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] Private Edit Delete
9 9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] Private Edit Delete
9 9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] Private Edit Delete
9 9.3 The Client is a data controller [**Clause 79: Controller Status**] Private Edit Delete
9 9.2 The Provider is a data processor [**Clause 78: Processor Status**] Private Edit Delete
9 9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] Private Edit Delete
8 8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] Private Edit Delete
8 8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] Private Edit Delete
8 8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] Private Edit Delete
8 8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] Private Edit Delete
8 8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] Private Edit Delete
8 8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] Private Edit Delete
8 8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] Private Edit Delete
8 8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] Private Edit Delete
8 8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] Private Edit Delete
8 8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] Private Edit Delete
7 7.10 Confidentiality survives termination [**Clause 66: Survival**] Private Edit Delete
7 7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] Private Edit Delete
7 7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] Private Edit Delete
7 7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] Private Edit Delete
7 7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] Private Edit Delete
7 7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] Private Edit Delete
7 7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] Private Edit Delete
7 7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] Private Edit Delete
7 7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] Private Edit Delete
7 7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] Private Edit Delete
6 6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] Private Edit Delete
6 6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] Private Edit Delete
6 6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] Private Edit Delete
6 6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] Private Edit Delete
6 6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] Private Edit Delete
6 6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] Private Edit Delete
6 6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] Private Edit Delete
6 6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] Private Edit Delete
6 6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] Private Edit Delete
6 6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] Private Edit Delete
5 5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] Private Edit Delete
5 5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] Private Edit Delete
5 5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] Private Edit Delete
5 5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] Private Edit Delete
5 5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] Private Edit Delete
5 5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] Private Edit Delete
5 5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] Private Edit Delete
5 5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] Private Edit Delete
5 5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] Private Edit Delete
5 5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] Private Edit Delete
4 4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] Private Edit Delete
4 4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] Private Edit Delete
4 4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] Private Edit Delete
4 4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] Private Edit Delete
4 4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] Private Edit Delete
4 4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] Private Edit Delete
4 4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] Private Edit Delete
4 4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] Private Edit Delete
4 4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] Private Edit Delete
4 4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] Private Edit Delete
3 3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] Private Edit Delete
3 3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] Private Edit Delete
3 3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] Private Edit Delete
3 3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] Private Edit Delete
3 3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] Private Edit Delete
3 3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] Private Edit Delete
3 3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] Private Edit Delete
3 3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] Private Edit Delete
3 3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] Private Edit Delete
3 3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] Private Edit Delete
2 2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] Private Edit Delete
2 2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] Private Edit Delete
2 2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] Private Edit Delete
2 2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] Private Edit Delete
2 2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] Private Edit Delete
2 2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] Private Edit Delete
2 2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] Private Edit Delete
2 2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] Private Edit Delete
2 2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] Private Edit Delete
2 2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] Private Edit Delete
1 1.1 In this Agreement the following expressions shall have the following meanings: Private Edit Delete
25 25. NOTICES. Private Edit Delete
24 24. ENTIRE AGREEMENT. Private Edit Delete
23 23. GOVERNING LAW. Private Edit Delete
22 22. BINDING EFFECT. Private Edit Delete
21 21. INSURANCE. Private Edit Delete
20 20. SEVERABILITY. Private Edit Delete
19 19. SECURITY. Private Edit Delete
18 18. ABANDONMENT. Private Edit Delete
17 17. SURRENDER OF PREMISES. Private Edit Delete
16 16. HOLDOVER BY TENANT. Private Edit Delete
15 15. DISPLAY OF SIGNS. Private Edit Delete
14 14. RIGHT OF INSPECTION. Private Edit Delete
13 13. ANIMALS. Private Edit Delete
12 12. MAINTENANCE AND REPAIR. Private Edit Delete
11 11. UTILITIES. Private Edit Delete
10 10. DANGEROUS MATERIALS. Private Edit Delete
9 9. ALTERATIONS AND IMPROVEMENTS. Private Edit Delete
8 8. ASSIGNMENT AND SUBLETTING. Private Edit Delete
7 7. CONDITION OF PREMISES. Private Edit Delete
6 6. USE OF PREMISES. Private Edit Delete
5 5. QUIET ENJOYMENT. Private Edit Delete
4 4. SECURITY DEPOSIT. Private Edit Delete
3 3. RENT. Private Edit Delete
2 2. TERM. Private Edit Delete
1 1. PREMISES.Landlord hereby rents to Tenant and Tenant accepts in its present condition the house at following address: No 3, Kudeti Street, Off Adeniyi Jones Ikeja, Lagos State. (The "House"). Private Edit Delete
25 25. NOTICES. Private Edit Delete
24 24. ENTIRE AGREEMENT. Private Edit Delete
21 21. INSURANCE. Private Edit Delete
22 22. BINDING EFFECT. Private Edit Delete
23 23. GOVERNING LAW. Private Edit Delete
19 19. SECURITY. Private Edit Delete
20 20. SEVERABILITY. Private Edit Delete
16 16. HOLDOVER BY TENANT. Private Edit Delete
17 17. SURRENDER OF PREMISES. Private Edit Delete
18 18. ABANDONMENT. Private Edit Delete
13 13. ANIMALS. Private Edit Delete
14 14. RIGHT OF INSPECTION. Private Edit Delete
15 15. DISPLAY OF SIGNS. Private Edit Delete
10 10. DANGEROUS MATERIALS. Private Edit Delete
11 11. UTILITIES. Private Edit Delete
12 12. MAINTENANCE AND REPAIR. Private Edit Delete
7 7. CONDITION OF PREMISES. Private Edit Delete
8 8. ASSIGNMENT AND SUBLETTING. Private Edit Delete
9 9. ALTERATIONS AND IMPROVEMENTS. Private Edit Delete
5 5. QUIET ENJOYMENT. Private Edit Delete
6 6. USE OF PREMISES. Private Edit Delete
2 2. TERM. Private Edit Delete
3 3. RENT. Private Edit Delete
4 4. SECURITY DEPOSIT. Private Edit Delete
1 1. PREMISES.Landlord hereby rents to Tenant and Tenant accepts in its present condition the house at following address: No 3, Kudeti Street, Off Adeniyi Jones Ikeja, Lagos State. (The "House"). Private Edit Delete
3 3. You can format the clause references in bold or different colors for better visibility okay Public Edit Delete
11 11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] Public Edit Delete
11 11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] Public Edit Delete
11 11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] Public Edit Delete
11 11.4 Agreement is governed by English law [**Clause 95: Governing Law**] Public Edit Delete
11 11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] Public Edit Delete
11 11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] Public Edit Delete
11 11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] Public Edit Delete
10 10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] Public Edit Delete
10 10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] Public Edit Delete
10 10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] Public Edit Delete
10 10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] Public Edit Delete
10 10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] Public Edit Delete
9 9.10 Data protection obligations survive termination [**Clause 86: Survival**] Public Edit Delete
9 9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] Public Edit Delete
9 9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] Public Edit Delete
9 9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] Public Edit Delete
9 9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] Public Edit Delete
9 9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] Public Edit Delete
9 9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] Public Edit Delete
9 9.3 The Client is a data controller [**Clause 79: Controller Status**] Public Edit Delete
9 9.2 The Provider is a data processor [**Clause 78: Processor Status**] Public Edit Delete
9 9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] Public Edit Delete
8 8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] Public Edit Delete
8 8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] Public Edit Delete
8 8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] Public Edit Delete
8 8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] Public Edit Delete
8 8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] Public Edit Delete
8 8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] Public Edit Delete
8 8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] Public Edit Delete
8 8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] Public Edit Delete
8 8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] Public Edit Delete
8 8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] Public Edit Delete
7 7.10 Confidentiality survives termination [**Clause 66: Survival**] Public Edit Delete
7 7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] Public Edit Delete
7 7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] Public Edit Delete
7 7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] Public Edit Delete
7 7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] Public Edit Delete
7 7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] Public Edit Delete
7 7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] Public Edit Delete
7 7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] Public Edit Delete
7 7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] Public Edit Delete
7 7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] Public Edit Delete
6 6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] Public Edit Delete
6 6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] Public Edit Delete
6 6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] Public Edit Delete
6 6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] Public Edit Delete
6 6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] Public Edit Delete
6 6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] Public Edit Delete
6 6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] Public Edit Delete
6 6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] Public Edit Delete
6 6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] Public Edit Delete
6 6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] Public Edit Delete
5 5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] Public Edit Delete
5 5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] Public Edit Delete
5 5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] Public Edit Delete
5 5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] Public Edit Delete
5 5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] Public Edit Delete
5 5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] Public Edit Delete
5 5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] Public Edit Delete
5 5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] Public Edit Delete
5 5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] Public Edit Delete
5 5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] Public Edit Delete
4 4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] Public Edit Delete
4 4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] Public Edit Delete
4 4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] Public Edit Delete
4 4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] Public Edit Delete
4 4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] Public Edit Delete
4 4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] Public Edit Delete
4 4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] Public Edit Delete
4 4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] Public Edit Delete
4 4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] Public Edit Delete
4 4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] Public Edit Delete
3 3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] Public Edit Delete
3 3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] Public Edit Delete
3 3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] Public Edit Delete
3 3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] Public Edit Delete
3 3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] Public Edit Delete
3 3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] Public Edit Delete
3 3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] Public Edit Delete
3 3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] Public Edit Delete
3 3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] Public Edit Delete
3 3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] Public Edit Delete
2 2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] Public Edit Delete
2 2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] Public Edit Delete
2 2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] Public Edit Delete
2 2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] Public Edit Delete
2 2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] Public Edit Delete
2 2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] Public Edit Delete
2 2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] Public Edit Delete
2 2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] Public Edit Delete
2 2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] Public Edit Delete
2 2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] Public Edit Delete
1 1.1 In this Agreement the following expressions shall have the following meanings: Public Edit Delete