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23806 W Chambers Street |
23806 W Chambers Street |
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23343 W Ashleigh Marie Dr |
23343 W Ashleigh Marie Dr |
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23806 W Chambers Street23806 W |
23806 W Chambers Street23806 W Chambers Street23806 W Chambers Street23806 W Chambers Street |
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23343 W Ashleigh Marie Dr |
23343 W Ashleigh Marie Dr |
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5709 STEVER CT |
5709 STEVER CT |
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5709 STEVER CT |
5709 STEVER CT |
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5709 STEVER CT |
5709 STEVER CT |
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1. Use the following worksheet to calculate your overall account |
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2. Go through your register and mark each check, withdrawal, ATM |
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3. Use the chart to the right to list any deposits, transfers to your |
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0002485 ATM ID 9864N Card |
0002485 ATM ID 9864N Card 8396 |
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1. Tell us your name and account number (if any). |
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2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more |
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3. Tell us the dollar amount of the suspected error. |
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6518 CAMPBELL ST |
6518 CAMPBELL ST |
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0005814 ATM ID 8457O Card |
0005814 ATM ID 8457O Card 8396 |
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0007960 ATM ID 9864M Card |
0007960 ATM ID 9864M Card 8396 |
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0002484 ATM ID 9864N Card |
0002484 ATM ID 9864N Card 8396 |
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8911 Rangely Ave |
8911 Rangely Ave |
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5800 S |
5800 S. Eastern Ave Suite 500 |
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8911 Rangely Ave |
8911 Rangely Ave |
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3555 S |
3555 S. Las Vegas Blvd Period Ending: 08/01/2025 |
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3023 Canal Walk Rd |
3023 Canal Walk Rd |
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6515 Limpkin Drive |
6515 Limpkin Drive |
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6515 Limpkin Drive |
6515 Limpkin Drive |
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6572 106 61 7754 10119 |
6572 106 61 7754 10119 |
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2020 2020 TRANSFER TO |
2020 2020 TRANSFER TO |
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19 Aug 19 Aug TO TRANSFER-INB NEFT NEFT INB |
19 Aug 19 Aug TO TRANSFER-INB NEFT NEFT INB: 3,000.00 11,18,674.65 |
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2020 2020 UTR NO |
2020 2020 UTR NO: SBIN520232747162- IRN0006597 |
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27 Aug 27 Aug TO TRANSFER-INB SBICARD SSBI9159364457I 25,000 |
27 Aug 27 Aug TO TRANSFER-INB SBICARD SSBI9159364457I 25,000.00 10,93,674.65 |
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2020 2020 FOR BILLDESK SBICARD |
2020 2020 FOR BILLDESK SBICARD GAJGWJNP8 |
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11 Jul 2020 11 Jul 2020 TO TRANSFER-INB Billpay ~ IB66315299 500 |
11 Jul 2020 11 Jul 2020 TO TRANSFER-INB Billpay ~ IB66315299 500.00 11,22,062.65 |
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4 Aug 2020 4 Aug 2020 BULK POSTING-EPFO 2,412 |
4 Aug 2020 4 Aug 2020 BULK POSTING-EPFO 2,412.00 11,24,474.65 |
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10 Aug 10 Aug TO TRANSFER-INB Billpay ~ IB67148867 500 |
10 Aug 10 Aug TO TRANSFER-INB Billpay ~ IB67148867 500.00 11,23,974.65 |
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2020 2020 DSP Blackrock Mutual |
2020 2020 DSP Blackrock Mutual Fund ~ TRANSFER TO |
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19 Aug 19 Aug TO TRANSFER-INB payment- IT000TGFH4 2,300 |
19 Aug 19 Aug TO TRANSFER-INB payment- IT000TGFH4 2,300.00 11,21,674.65 |
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2020 2020 UTR NO |
2020 2020 UTR NO: SBIN320172553187- IRM4230818 |
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25 Jun 25 Jun CREDIT INTEREST-- 8,159 |
25 Jun 25 Jun CREDIT INTEREST-- 8,159.00 11,20,150.65 |
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2020 2020 |
2020 2020 |
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1 Jul 2020 1 Jul 2020 BULK POSTING-EPFO 2,412 |
1 Jul 2020 1 Jul 2020 BULK POSTING-EPFO 2,412.00 11,22,562.65 |
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2020 2020 UTR NO |
2020 2020 UTR NO: SBIN320166845093- IRM3710819 |
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20 Jun 20 Jun TO TRANSFER-INB NEFT NEFT INB |
20 Jun 20 Jun TO TRANSFER-INB NEFT NEFT INB: 500.00 11,11,991.65 |
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14 Jun 14 Jun TO TRANSFER-INB NEFT NEFT INB |
14 Jun 14 Jun TO TRANSFER-INB NEFT NEFT INB: 20,000.00 11,12,491.65 |
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2020 2020 DSP Blackrock Mutual |
2020 2020 DSP Blackrock Mutual Fund ~ TRANSFER TO |
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9 Jun 2020 9 Jun 2020 TO TRANSFER-INB Life SSBI8882164821I 495 |
9 Jun 2020 9 Jun 2020 TO TRANSFER-INB Life SSBI8882164821I 495.00 11,32,991.65 |
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10 Jun 10 Jun TO TRANSFER-INB Billpay ~ IB65344937 500 |
10 Jun 10 Jun TO TRANSFER-INB Billpay ~ IB65344937 500.00 11,32,491.65 |
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2 Jun 2020 2 Jun 2020 BULK POSTING- 11,33,486 |
2 Jun 2020 2 Jun 2020 BULK POSTING- 11,33,486.65 |
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1 Jun 2020 1 Jun 2020 BULK POSTING-EPFO 11,33,466 |
1 Jun 2020 1 Jun 2020 BULK POSTING-EPFO 11,33,466.65 |
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5634 |
5634.62 5634.62 84519.30 5000.00 75000.00 |
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386 S Atlantic Ave Unit |
386 S Atlantic Ave Unit 237 |
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386 S Atlantic Ave Unit |
386 S Atlantic Ave Unit 237 Checking DirectDeposit 08/22/2025 |
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2343423 1 of 1 |
2343423 1 of 1 |
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386 S Atlantic Ave Unit |
386 S Atlantic Ave Unit 237 Checking DirectDeposit 08/22/2025 |
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386 S Atlantic Ave Unit |
386 S Atlantic Ave Unit 237 |
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5634 |
5634.62 5634.62 84519.30 5000.00 75000.00 |
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2343423 1 of 1 |
2343423 1 of 1 |
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3526 Booker St |
3526 Booker St |
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3526 Booker St |
3526 Booker St |
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6320 Canoga Avenue Suite 1501 |
6320 Canoga Avenue Suite 1501 |
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6320 Canoga Avenue Suite 1501 |
6320 Canoga Avenue Suite 1501 |
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3 |
3. You can format the clause references in bold or different colors for better visibility |
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2 |
2. Save as a .docx file |
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1. Copy this content into Microsoft Word |
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11 |
11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6 |
6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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5 |
5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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4 |
4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4 |
4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4 |
4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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4 |
4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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3 |
3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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3 |
3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3 |
3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3 |
3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3 |
3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3 |
3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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2 |
2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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2 |
2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2 |
2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2 |
2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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1.1 In this Agreement the following expressions shall have the following meanings: |
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2023 - 2024 |
2023 - 2024 |
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2021 - 2021 |
2021 - 2021 |
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7787930187 https |
7787930187 https://www.solaoshinowo.com/ |
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3. You can format the clause references in bold or different colors for better visibility |
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11 |
11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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1. Copy this content into Microsoft Word |
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2. Save as a .docx file |
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11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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10 |
10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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11 |
11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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9 |
9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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8 |
8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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7 |
7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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6 |
6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6 |
6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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6 |
6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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4 |
4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4 |
4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4 |
4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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3 |
3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3 |
3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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2 |
2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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2 |
2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2 |
2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2 |
2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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2 |
2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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1 |
1.1 In this Agreement the following expressions shall have the following meanings: |
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50 |
50. Article 4 – Execution
To be executed as a deed. |
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47 |
47. Article 1 – Environmental Obligations
No contamination of site permitted. |
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48 |
48. Article 2 – Third Party Rights
No rights for third parties under Contracts Act 1999. |
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49 |
49. Article 3 – Legal Effect
Agreement binding when signed. |
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42 |
42. Data Protection
Parties to comply with UK GDPR. |
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43 |
43. Guarantee
Guarantor liable jointly and severally. |
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44 |
44. Schedule A – Property Plan
Attached for reference. |
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45 |
45. Schedule B – Fit-Out Works
Landlord works to be completed before possession. |
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46 |
46. Schedule C – Rent Review Memorandum
To be signed post-review. |
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41 |
41. Limitation of Liability
No liability for consequential loss. |
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40 |
40. Rights Reserved
Landlord reserves all rights not expressly granted. |
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39 |
39. Stamp Duty
Tenant responsible for any payable duty. |
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38 |
38. Surrender
Must be by deed signed by both parties. |
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37 |
37. Notices to Quit
Subject to statutory requirements. |
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36 |
36. Costs
Each party bears their own legal costs. |
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35 |
35. Dispute Resolution
Mediation before legal action. |
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34 |
34. Rent Deposit
£10,000 to be held as security. |
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33 |
33. Renewal Rights
Lease excluded from Landlord and Tenant Act 1954. |
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32 |
32. Schedule of Condition
To be attached and referenced. |
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31 |
31. Confidentiality
Terms to remain confidential. |
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30 |
30. Energy Performance Certificate
To be supplied by landlord before occupation. |
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29 |
29. Planning Obligations
Tenant to observe planning legislation. |
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28 |
28. Rights of Light and Air
No interference with others' easements. |
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27 |
27. Fire and Emergency
Tenant to comply with fire safety obligations. |
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26 |
26. Indemnity
Tenant indemnifies landlord against breaches. |
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25 |
25. Tenant’s Covenants
Tenant will pay rent and comply with lease terms. |
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24 |
24. Landlord’s Covenants
Landlord will maintain structure and insurance. |
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23 |
23. Waiver
No waiver shall be valid unless in writing. |
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22 |
22. Severability
Invalid clauses shall not affect the remainder. |
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21 |
21. Jurisdiction
Courts of England and Wales have exclusive jurisdiction. |
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20 |
20. Governing Law
This agreement is governed by the laws of England and Wales. |
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19 |
19. Entire Agreement
Supersedes previous agreements. |
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Clause 18 |
Clause 18.2 Address for Service
As specified in the schedule. |
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Clause 18 |
Clause 18.1 Delivery Method
By hand or recorded post only. |
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18 |
18. Notices
All notices must be in writing. |
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17 |
17. Forfeiture
Landlord may re-enter for breach or non-payment. |
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16 |
16. Break Clause
Either party may terminate with 6 months' notice after year 3. |
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15 |
15. VAT
All amounts are exclusive of VAT. |
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14 |
14. Compliance with Laws
Tenant must comply with all legal obligations. |
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13 |
13. Access and Inspection
Landlord may access upon 48 hours’ notice. |
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Clause 12 |
Clause 12.1 Assignment Conditions
New tenant must be of equivalent financial standing. |
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12 |
12. Assignment and Subletting
Not allowed without landlord’s consent. |
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Clause 11 |
Clause 11.1 Decoration
Redecoration every 5 years. |
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11 |
11. Repair and Maintenance
Tenant responsible for internal repairs. |
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Clause 10 |
Clause 10.2 Signage
External signage must comply with planning rules. |
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Clause 10 |
Clause 10.1 Structural Changes
Strictly prohibited unless approved. |
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10 |
10. Alterations
Tenant must seek landlord’s written consent. |
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Clause 9 |
Clause 9.2 No Illegal Purposes
Use for lawful purposes only. |
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Clause 9 |
Clause 9.1 No Residential Use
Residential subletting prohibited. |
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8 |
8. Insurance
Landlord responsible for insurance, tenant to reimburse. |
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9 |
9. Use of Property
Permitted use: office and light commercial only. |
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7 |
7. Service Charges
Tenant to pay proportion of building maintenance. |
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Clause 6 |
Clause 6.2 Dispute Resolution
Independent chartered surveyor will arbitrate. |
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6 |
6. Rent Review
Mechanism for upward-only rent review every 5 years. |
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Clause 6 |
Clause 6.1 Review Trigger Dates
1st Jan every fifth year from lease start. |
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Clause 5 |
Clause 5.3 Interest on Late Payments
Specifies late interest of 4% above base rate. |
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Clause 5 |
Clause 5.2 Method of Payment
Payment via standing order to landlord’s account. |
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Clause 5 |
Clause 5.1 Rent Payment Dates
Outlines quarterly payment schedule. |
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5 |
5. Rent
Sets out the agreed annual rent amount. |
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4 |
4. Term
Specifies the lease duration. |
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3 |
3. The Property
Details the land and buildings involved. |
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1 |
1. Definitions
This clause defines key terms used in the agreement. |
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2 |
2. Interpretation
Rules for interpreting references, headings, and legislative provisions. |
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11 |
11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11 |
11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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1 |
1. Copy this content into Microsoft Word |
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2. Save as a .docx file |
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3 |
3. You can format the clause references in bold or different colors for better visibility |
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11 |
11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11 |
11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11 |
11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11 |
11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11 |
11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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10 |
10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10 |
10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10 |
10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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11 |
11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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11 |
11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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9 |
9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9 |
9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9 |
9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9 |
9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9 |
9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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10 |
10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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10 |
10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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8 |
8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8 |
8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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9 |
9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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9 |
9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9 |
9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9 |
9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9 |
9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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8 |
8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8 |
8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8 |
8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8 |
8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8 |
8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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7 |
7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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7 |
7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7 |
7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7 |
7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7 |
7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7 |
7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7 |
7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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8 |
8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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6 |
6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6 |
6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6 |
6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6 |
6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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7 |
7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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7 |
7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7 |
7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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5 |
5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5 |
5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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6 |
6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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6 |
6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6 |
6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6 |
6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6 |
6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6 |
6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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5 |
5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5 |
5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5 |
5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5 |
5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5 |
5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5 |
5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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4 |
4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4 |
4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4 |
4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4 |
4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4 |
4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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5 |
5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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5 |
5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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4 |
4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4 |
4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4 |
4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4 |
4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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4 |
4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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3 |
3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3 |
3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3 |
3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3 |
3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3 |
3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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3 |
3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3 |
3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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3 |
3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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2 |
2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2 |
2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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3 |
3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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3 |
3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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2 |
2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2 |
2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2 |
2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2 |
2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2 |
2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2 |
2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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1 |
1.1 In this Agreement the following expressions shall have the following meanings: |
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2 |
2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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49 |
49. Article 3 – Legal Effect
Agreement binding when signed. |
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50 |
50. Article 4 – Execution
To be executed as a deed. |
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44 |
44. Schedule A – Property Plan
Attached for reference. |
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45 |
45. Schedule B – Fit-Out Works
Landlord works to be completed before possession. |
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46 |
46. Schedule C – Rent Review Memorandum
To be signed post-review. |
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47 |
47. Article 1 – Environmental Obligations
No contamination of site permitted. |
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48 |
48. Article 2 – Third Party Rights
No rights for third parties under Contracts Act 1999. |
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41 |
41. Limitation of Liability
No liability for consequential loss. |
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42 |
42. Data Protection
Parties to comply with UK GDPR. |
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43 |
43. Guarantee
Guarantor liable jointly and severally. |
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35 |
35. Dispute Resolution
Mediation before legal action. |
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36 |
36. Costs
Each party bears their own legal costs. |
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37 |
37. Notices to Quit
Subject to statutory requirements. |
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38 |
38. Surrender
Must be by deed signed by both parties. |
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39 |
39. Stamp Duty
Tenant responsible for any payable duty. |
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40 |
40. Rights Reserved
Landlord reserves all rights not expressly granted. |
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31 |
31. Confidentiality
Terms to remain confidential. |
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32 |
32. Schedule of Condition
To be attached and referenced. |
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33 |
33. Renewal Rights
Lease excluded from Landlord and Tenant Act 1954. |
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34 |
34. Rent Deposit
£10,000 to be held as security. |
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24 |
24. Landlord’s Covenants
Landlord will maintain structure and insurance. |
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25 |
25. Tenant’s Covenants
Tenant will pay rent and comply with lease terms. |
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26 |
26. Indemnity
Tenant indemnifies landlord against breaches. |
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27 |
27. Fire and Emergency
Tenant to comply with fire safety obligations. |
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28 |
28. Rights of Light and Air
No interference with others' easements. |
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29 |
29. Planning Obligations
Tenant to observe planning legislation. |
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30 |
30. Energy Performance Certificate
To be supplied by landlord before occupation. |
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20 |
20. Governing Law
This agreement is governed by the laws of England and Wales. |
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21 |
21. Jurisdiction
Courts of England and Wales have exclusive jurisdiction. |
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22 |
22. Severability
Invalid clauses shall not affect the remainder. |
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23 |
23. Waiver
No waiver shall be valid unless in writing. |
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17 |
17. Forfeiture
Landlord may re-enter for breach or non-payment. |
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18 |
18. Notices
All notices must be in writing. |
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Clause 18 |
Clause 18.1 Delivery Method
By hand or recorded post only. |
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Clause 18 |
Clause 18.2 Address for Service
As specified in the schedule. |
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19 |
19. Entire Agreement
Supersedes previous agreements. |
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13 |
13. Access and Inspection
Landlord may access upon 48 hours’ notice. |
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14 |
14. Compliance with Laws
Tenant must comply with all legal obligations. |
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15 |
15. VAT
All amounts are exclusive of VAT. |
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16 |
16. Break Clause
Either party may terminate with 6 months' notice after year 3. |
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Clause 10 |
Clause 10.2 Signage
External signage must comply with planning rules. |
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11 |
11. Repair and Maintenance
Tenant responsible for internal repairs. |
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Clause 11 |
Clause 11.1 Decoration
Redecoration every 5 years. |
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12 |
12. Assignment and Subletting
Not allowed without landlord’s consent. |
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Clause 12 |
Clause 12.1 Assignment Conditions
New tenant must be of equivalent financial standing. |
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8 |
8. Insurance
Landlord responsible for insurance, tenant to reimburse. |
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9 |
9. Use of Property
Permitted use: office and light commercial only. |
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Clause 9 |
Clause 9.1 No Residential Use
Residential subletting prohibited. |
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Clause 9 |
Clause 9.2 No Illegal Purposes
Use for lawful purposes only. |
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10 |
10. Alterations
Tenant must seek landlord’s written consent. |
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Clause 10 |
Clause 10.1 Structural Changes
Strictly prohibited unless approved. |
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6 |
6. Rent Review
Mechanism for upward-only rent review every 5 years. |
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Clause 6 |
Clause 6.1 Review Trigger Dates
1st Jan every fifth year from lease start. |
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Clause 6 |
Clause 6.2 Dispute Resolution
Independent chartered surveyor will arbitrate. |
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7 |
7. Service Charges
Tenant to pay proportion of building maintenance. |
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Clause 5 |
Clause 5.1 Rent Payment Dates
Outlines quarterly payment schedule. |
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Clause 5 |
Clause 5.2 Method of Payment
Payment via standing order to landlord’s account. |
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Clause 5 |
Clause 5.3 Interest on Late Payments
Specifies late interest of 4% above base rate. |
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2 |
2. Interpretation
Rules for interpreting references, headings, and legislative provisions. |
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3 |
3. The Property
Details the land and buildings involved. |
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4 |
4. Term
Specifies the lease duration. |
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5 |
5. Rent
Sets out the agreed annual rent amount. |
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1 |
1. Definitions
This clause defines key terms used in the agreement. |
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48 |
48. Article 2 – Third Party Rights
No rights for third parties under Contracts Act 1999. |
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49 |
49. Article 3 – Legal Effect
Agreement binding when signed. |
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50 |
50. Article 4 – Execution
To be executed as a deed. |
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41 |
41. Limitation of Liability
No liability for consequential loss. |
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42 |
42. Data Protection
Parties to comply with UK GDPR. |
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43 |
43. Guarantee
Guarantor liable jointly and severally. |
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44 |
44. Schedule A – Property Plan
Attached for reference. |
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45 |
45. Schedule B – Fit-Out Works
Landlord works to be completed before possession. |
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46 |
46. Schedule C – Rent Review Memorandum
To be signed post-review. |
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47 |
47. Article 1 – Environmental Obligations
No contamination of site permitted. |
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34 |
34. Rent Deposit
£10,000 to be held as security. |
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35 |
35. Dispute Resolution
Mediation before legal action. |
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36 |
36. Costs
Each party bears their own legal costs. |
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37 |
37. Notices to Quit
Subject to statutory requirements. |
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38 |
38. Surrender
Must be by deed signed by both parties. |
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39 |
39. Stamp Duty
Tenant responsible for any payable duty. |
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40 |
40. Rights Reserved
Landlord reserves all rights not expressly granted. |
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28 |
28. Rights of Light and Air
No interference with others' easements. |
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29 |
29. Planning Obligations
Tenant to observe planning legislation. |
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30 |
30. Energy Performance Certificate
To be supplied by landlord before occupation. |
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31 |
31. Confidentiality
Terms to remain confidential. |
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32 |
32. Schedule of Condition
To be attached and referenced. |
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33 |
33. Renewal Rights
Lease excluded from Landlord and Tenant Act 1954. |
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23 |
23. Waiver
No waiver shall be valid unless in writing. |
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24 |
24. Landlord’s Covenants
Landlord will maintain structure and insurance. |
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25 |
25. Tenant’s Covenants
Tenant will pay rent and comply with lease terms. |
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26 |
26. Indemnity
Tenant indemnifies landlord against breaches. |
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27 |
27. Fire and Emergency
Tenant to comply with fire safety obligations. |
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Clause 18 |
Clause 18.2 Address for Service
As specified in the schedule. |
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19 |
19. Entire Agreement
Supersedes previous agreements. |
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20 |
20. Governing Law
This agreement is governed by the laws of England and Wales. |
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21 |
21. Jurisdiction
Courts of England and Wales have exclusive jurisdiction. |
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22 |
22. Severability
Invalid clauses shall not affect the remainder. |
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16 |
16. Break Clause
Either party may terminate with 6 months' notice after year 3. |
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17 |
17. Forfeiture
Landlord may re-enter for breach or non-payment. |
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18 |
18. Notices
All notices must be in writing. |
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Clause 18 |
Clause 18.1 Delivery Method
By hand or recorded post only. |
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12 |
12. Assignment and Subletting
Not allowed without landlord’s consent. |
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Clause 12 |
Clause 12.1 Assignment Conditions
New tenant must be of equivalent financial standing. |
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13 |
13. Access and Inspection
Landlord may access upon 48 hours’ notice. |
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14 |
14. Compliance with Laws
Tenant must comply with all legal obligations. |
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15 |
15. VAT
All amounts are exclusive of VAT. |
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Clause 10 |
Clause 10.1 Structural Changes
Strictly prohibited unless approved. |
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Clause 10 |
Clause 10.2 Signage
External signage must comply with planning rules. |
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11 |
11. Repair and Maintenance
Tenant responsible for internal repairs. |
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Clause 11 |
Clause 11.1 Decoration
Redecoration every 5 years. |
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Clause 9 |
Clause 9.2 No Illegal Purposes
Use for lawful purposes only. |
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10 |
10. Alterations
Tenant must seek landlord’s written consent. |
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Clause 9 |
Clause 9.1 No Residential Use
Residential subletting prohibited. |
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9 |
9. Use of Property
Permitted use: office and light commercial only. |
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Clause 6 |
Clause 6.1 Review Trigger Dates
1st Jan every fifth year from lease start. |
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Clause 6 |
Clause 6.2 Dispute Resolution
Independent chartered surveyor will arbitrate. |
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7 |
7. Service Charges
Tenant to pay proportion of building maintenance. |
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8 |
8. Insurance
Landlord responsible for insurance, tenant to reimburse. |
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Clause 5 |
Clause 5.3 Interest on Late Payments
Specifies late interest of 4% above base rate. |
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6 |
6. Rent Review
Mechanism for upward-only rent review every 5 years. |
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Clause 5 |
Clause 5.1 Rent Payment Dates
Outlines quarterly payment schedule. |
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Clause 5 |
Clause 5.2 Method of Payment
Payment via standing order to landlord’s account. |
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4 |
4. Term
Specifies the lease duration. |
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5 |
5. Rent
Sets out the agreed annual rent amount. |
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1 |
1. Definitions
This clause defines key terms used in the agreement. |
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2 |
2. Interpretation
Rules for interpreting references, headings, and legislative provisions. |
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3 |
3. The Property
Details the land and buildings involved. |
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25 |
25. NOTICES. |
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19 |
19. SECURITY. |
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20 |
20. SEVERABILITY. |
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21 |
21. INSURANCE. |
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22 |
22. BINDING EFFECT. |
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23 |
23. GOVERNING LAW. |
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24 |
24. ENTIRE AGREEMENT. |
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14 |
14. RIGHT OF INSPECTION. |
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15 |
15. DISPLAY OF SIGNS. |
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16 |
16. HOLDOVER BY TENANT. |
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17 |
17. SURRENDER OF PREMISES. |
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18 |
18. ABANDONMENT. |
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9 |
9. ALTERATIONS AND IMPROVEMENTS. |
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10 |
10. DANGEROUS MATERIALS. |
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11 |
11. UTILITIES. |
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12 |
12. MAINTENANCE AND REPAIR. |
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13 |
13. ANIMALS. |
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3 |
3. RENT. |
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4 |
4. SECURITY DEPOSIT. |
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5 |
5. QUIET ENJOYMENT. |
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6 |
6. USE OF PREMISES. |
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7 |
7. CONDITION OF PREMISES. |
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8 |
8. ASSIGNMENT AND SUBLETTING. |
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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"). |
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2 |
2. TERM. |
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4 |
4. Data Handling and Confidentiality |
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5 |
5. Intellectual Property |
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6 |
6. Termination Rights |
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7 |
7. Liability and Indemnity |
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8 |
8. Governing Law |
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1 |
1. Scope and Commencement |
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2 |
2. Fees and Payment Terms |
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3 |
3. Service Availability and Support |
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3 |
3. You can format the clause references in bold or different colors for better visibility |
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2 |
2. Save as a .docx file |
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11 |
11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11 |
11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11 |
11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11 |
11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11 |
11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11 |
11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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1. Copy this content into Microsoft Word |
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10 |
10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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10 |
10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10 |
10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10 |
10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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11 |
11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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11 |
11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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9 |
9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9 |
9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9 |
9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9 |
9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9 |
9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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7 |
7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5 |
5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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1.1 In this Agreement the following expressions shall have the following meanings: |
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3. You can format the clause references in bold or different colors for better visibility |
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11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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1. Copy this content into Microsoft Word |
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2. Save as a .docx file |
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11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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1.1 In this Agreement the following expressions shall have the following meanings: |
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2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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25. NOTICES. |
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22. BINDING EFFECT. |
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23. GOVERNING LAW. |
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24. ENTIRE AGREEMENT. |
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20. SEVERABILITY. |
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21. INSURANCE. |
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19. SECURITY. |
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16. HOLDOVER BY TENANT. |
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17. SURRENDER OF PREMISES. |
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18. ABANDONMENT. |
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13. ANIMALS. |
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14. RIGHT OF INSPECTION. |
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15. DISPLAY OF SIGNS. |
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9. ALTERATIONS AND IMPROVEMENTS. |
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10. DANGEROUS MATERIALS. |
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11. UTILITIES. |
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12. MAINTENANCE AND REPAIR. |
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5. QUIET ENJOYMENT. |
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6. USE OF PREMISES. |
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7. CONDITION OF PREMISES. |
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8. ASSIGNMENT AND SUBLETTING. |
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2. TERM. |
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3. RENT. |
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4. SECURITY DEPOSIT. |
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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"). |
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11.9 Severability - invalid provisions severed [**Clause 100: Severability**] |
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11.8 Assignment requires prior written consent [**Clause 99: Assignment Restrictions**] |
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11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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1.1 In this Agreement the following expressions shall have the following meanings: |
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25. NOTICES. |
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24. ENTIRE AGREEMENT. |
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23. GOVERNING LAW. |
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22. BINDING EFFECT. |
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21. INSURANCE. |
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20. SEVERABILITY. |
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19. SECURITY. |
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18. ABANDONMENT. |
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17. SURRENDER OF PREMISES. |
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16. HOLDOVER BY TENANT. |
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15. DISPLAY OF SIGNS. |
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14. RIGHT OF INSPECTION. |
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13. ANIMALS. |
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12. MAINTENANCE AND REPAIR. |
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11. UTILITIES. |
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10. DANGEROUS MATERIALS. |
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9. ALTERATIONS AND IMPROVEMENTS. |
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8. ASSIGNMENT AND SUBLETTING. |
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7. CONDITION OF PREMISES. |
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6. USE OF PREMISES. |
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5. QUIET ENJOYMENT. |
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4. SECURITY DEPOSIT. |
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3. RENT. |
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2. TERM. |
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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"). |
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25. NOTICES. |
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24. ENTIRE AGREEMENT. |
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21 |
21. INSURANCE. |
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22. BINDING EFFECT. |
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23. GOVERNING LAW. |
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19. SECURITY. |
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20. SEVERABILITY. |
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16. HOLDOVER BY TENANT. |
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17. SURRENDER OF PREMISES. |
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18. ABANDONMENT. |
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13. ANIMALS. |
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14. RIGHT OF INSPECTION. |
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15. DISPLAY OF SIGNS. |
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10. DANGEROUS MATERIALS. |
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11. UTILITIES. |
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12. MAINTENANCE AND REPAIR. |
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7. CONDITION OF PREMISES. |
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8. ASSIGNMENT AND SUBLETTING. |
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9. ALTERATIONS AND IMPROVEMENTS. |
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5. QUIET ENJOYMENT. |
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6. USE OF PREMISES. |
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2. TERM. |
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3. RENT. |
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4. SECURITY DEPOSIT. |
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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"). |
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3. You can format the clause references in bold or different colors for better visibility okay |
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11 |
11.7 Notices in writing to specified addresses [**Clause 98: Notice Procedure**] |
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11 |
11.6 Neither party is agent of the other [**Clause 97: Independent Contractors**] |
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11 |
11.5 Disputes subject to exclusive English jurisdiction [**Clause 96: Jurisdiction**] |
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11 |
11.4 Agreement is governed by English law [**Clause 95: Governing Law**] |
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11 |
11.3 No waiver unless in writing [**Clause 94: Waiver Requirement**] |
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11 |
11.2 Amendments require written agreement [**Clause 93: Amendment Procedure**] |
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11 |
11.1 This Agreement constitutes entire agreement [**Clause 92: Entire Agreement**] |
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10 |
10.5 Force majeure lasting 90 days permits termination [**Clause 91: Termination Right**] |
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10 |
10.4 Force majeure suspends performance obligations [**Clause 90: Suspension Effect**] |
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10 |
10.3 Affected party shall notify other party promptly [**Clause 89: Notification Requirement**] |
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10 |
10.2 Force majeure includes natural disasters [**Clause 88: Event Categories**] |
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10 |
10.1 Neither party liable for events beyond reasonable control [**Clause 87: Force Majeure Events**] |
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9 |
9.10 Data protection obligations survive termination [**Clause 86: Survival**] |
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9 |
9.9 Both parties shall maintain records of processing [**Clause 85: Processing Records**] |
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9 |
9.8 The Provider shall delete data upon request [**Clause 84: Data Deletion**] |
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9.7 The Provider shall notify data breaches promptly [**Clause 83: Breach Notification**] |
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9.6 The Provider shall assist with data subject requests [**Clause 82: Subject Request Assistance**] |
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9.5 The Provider shall implement appropriate security [**Clause 81: Security Implementation**] |
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9.4 Processing is limited to service provision [**Clause 80: Processing Limitation**] |
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9.3 The Client is a data controller [**Clause 79: Controller Status**] |
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9.2 The Provider is a data processor [**Clause 78: Processor Status**] |
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9.1 Both parties shall comply with Data Protection Laws [**Clause 77: Compliance Obligation**] |
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8.10 Insurance policies shall name Client as additional insured [**Clause 76: Additional Insured**] |
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8.9 The Provider shall maintain adequate insurance [**Clause 75: Insurance Maintenance**] |
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8.8 Parties shall cooperate in defense of claims [**Clause 74: Defense Cooperation**] |
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8.7 Claims must be notified within 30 days [**Clause 73: Claim Notification**] |
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8.6 Indemnity obligations survive termination [**Clause 72: Indemnity Survival**] |
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8.5 The Client shall indemnify Provider against Client claims [**Clause 71: Client Indemnity**] |
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8.4 The Provider shall indemnify against third-party claims [**Clause 70: Indemnity Scope**] |
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8.3 The Provider's liability for death or injury is unlimited [**Clause 69: Personal Injury Liability**] |
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8.2 Liability excludes indirect and consequential losses [**Clause 68: Excluded Losses**] |
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8.1 Each party's liability is limited to £500,000 [**Clause 67: Liability Cap**] |
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7.10 Confidentiality survives termination [**Clause 66: Survival**] |
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7.9 Return or destroy confidential materials on request [**Clause 65: Material Disposal**] |
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7.8 Confidentiality applies to employees and agents [**Clause 64: Personnel Coverage**] |
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7.7 Breach of confidentiality may cause irreparable harm [**Clause 63: Irreparable Harm**] |
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7.6 Both parties shall take reasonable security measures [**Clause 62: Security Measures**] |
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7.5 Professional advisers may receive Confidential Information [**Clause 61: Professional Exceptions**] |
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7.4 Disclosure may be required by law [**Clause 60: Legal Disclosure**] |
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7.3 Confidentiality obligations last 5 years [**Clause 59: Duration**] |
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7.2 Confidential Information excludes publicly available data [**Clause 58: Exclusions**] |
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7.1 Neither party shall disclose Confidential Information [**Clause 57: Non-Disclosure**] |
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6.10 IP rights survive termination [**Clause 56: Post-Termination IP**] |
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6.9 The Client shall report IP infringement promptly [**Clause 55: Infringement Reporting**] |
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6.8 The Provider shall indemnify against IP infringement [**Clause 54: IP Indemnity**] |
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6.7 Both parties shall execute documents for IP transfers [**Clause 53: IP Documentation**] |
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6.6 The Client shall not use Provider IP beyond scope [**Clause 52: License Limitations**] |
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6.5 Third-party IP requires separate licensing [**Clause 51: Third-Party IP**] |
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6.4 The Provider grants Client a perpetual license [**Clause 50: License Grant**] |
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6.3 Developed IP shall be jointly owned [**Clause 49: Joint Ownership**] |
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6.2 The Provider retains ownership of background IP [**Clause 48: Background IP**] |
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6.1 The Client retains ownership of pre-existing IP [**Clause 47: Pre-Existing IP**] |
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5.10 Payment disputes do not suspend other obligations [**Clause 46: Dispute Impact**] |
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5.9 The Provider may revise fees annually [**Clause 45: Fee Revision**] |
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5.8 The Client shall dispute invoices within 7 days [**Clause 44: Invoice Disputes**] |
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5.7 The Provider shall issue invoices monthly [**Clause 43: Invoice Issuance**] |
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5.6 Payments are non-refundable [**Clause 42: Non-Refundable Payments**] |
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5.5 The Client shall pay Provider's recovery costs [**Clause 41: Recovery Costs**] |
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5.4 The Provider may suspend services for non-payment [**Clause 40: Suspension Rights**] |
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5.3 Late payments shall incur interest at 8% above base rate [**Clause 39: Late Payment Interest**] |
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5.2 All amounts are exclusive of VAT [**Clause 38: Tax Exclusion**] |
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5.1 The Client shall pay monthly in advance [**Clause 37: Payment Timing**] |
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4.10 Termination does not prejudice claims for damages [**Clause 36: Damages Preservation**] |
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4.9 Upon termination, confidentiality obligations continue [**Clause 35: Post-Termination Confidentiality**] |
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4.8 Upon termination, the Provider shall return Client property [**Clause 34: Property Return**] |
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4.7 Upon termination, the Client shall pay outstanding fees [**Clause 33: Payment on Termination**] |
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4.6 Termination does not affect accrued rights [**Clause 32: Accrued Rights**] |
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4.5 The Client may terminate for material breach [**Clause 31: Breach Termination**] |
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4.4 The Provider may terminate for non-payment [**Clause 30: Payment Termination**] |
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4.3 Either party may terminate with 30 days' written notice [**Clause 29: Termination Notice**] |
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4.2 This Agreement shall continue for 24 months unless terminated [**Clause 28: Initial Term**] |
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4.1 This Agreement shall commence on the Commencement Date [**Clause 27: Commencement**] |
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3.10 The Client shall obtain necessary third-party consents [**Clause 26: Third-Party Consents**] |
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3.9 The Client shall not interfere with Provider's performance [**Clause 25: Non-Interference**] |
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3.8 The Client shall report issues promptly to Provider [**Clause 24: Issue Reporting**] |
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3.7 The Client shall maintain backup systems for data protection [**Clause 23: Data Backup**] |
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3.6 The Client shall provide secure access to premises when required [**Clause 22: Access Rights**] |
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3.5 The Client shall ensure its personnel cooperate with Provider [**Clause 21: Personnel Cooperation**] |
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3.4 The Client shall designate a project manager for liaison [**Clause 20: Project Management**] |
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3.3 The Client shall provide timely feedback on deliverables [**Clause 19: Feedback Requirements**] |
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3.2 The Client shall make payments in accordance with clause 6 [**Clause 18: Payment Obligations**] |
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3.1 The Client shall provide necessary information and access [**Clause 17: Client Cooperation**] |
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2.10 The Provider shall rectify any defects in services promptly [**Clause 16: Defect Rectification**] |
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2.9 The Provider shall notify the Client of any potential delays [**Clause 15: Delay Notification**] |
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2.8 The Provider shall not subcontract without prior written consent [**Clause 14: Subcontracting Restrictions**] |
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2.7 The Provider shall maintain adequate resources for service provision [**Clause 13: Resource Allocation**] |
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2.6 The Provider shall use qualified personnel for service delivery [**Clause 12: Personnel Qualifications**] |
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2.5 The Provider shall provide regular progress reports to the Client [**Clause 11: Reporting Obligations**] |
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2.4 The Provider shall maintain professional indemnity insurance [**Clause 10: Insurance Requirements**] |
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2.3 The Provider shall comply with all applicable laws and regulations [**Clause 9: Legal Compliance**] |
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2.2 The Provider shall perform the Services with reasonable skill and care [**Clause 8: Performance Standard**] |
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2.1 The Provider shall provide software development services as detailed in Schedule 1 [**Clause 7: Service Scope**] |
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1.1 In this Agreement the following expressions shall have the following meanings: |
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