Agreement Overview
An Agreement Overview is a high-level summary section in a contract that identifies and explains critical foundational terms governing the relationship between the parties. It often includes details necessary to contextualize the agreement, such as its purpose, duration, the parties involved, and key dates. The purpose of this overview is to provide clarity and immediate reference to the essential framework of the contract.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Agreement Overview | Contract Term (months) | Number of Months | This is how long the agreement is in effect. |
| Agreement Overview | Document Title | Document Title | This is the explicitly stated title of the document. |
| Agreement Overview | Effective Date | Exact Date | The Effective Date is when the rights and obligations under the agreement become operational. |
| Agreement Overview | Execution Date | Exact Date | An Execution Date is when the contract has been signed by all the necessary parties. |
| Agreement Overview | Parties | Party Names | The contracting parties. |
| Agreement Overview | Termination Date | Stated Date | This is the date that the contract terminates. |
Change of Control
A Change of Control occurs when there is a significant alteration in the ownership, governance, or controlling interest of a party to a contract. This can include:
- Mergers, consolidations, or acquisitions.
- A transfer of a majority of stock or equity interest.
- A sale of all or substantially all of a company’s assets.
- A change in the entity or individuals that hold decision-making authority.
The inclusion of a Change of Control clause in a contract allows parties to anticipate and address the potential impacts of such events on their contractual relationship.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Change of Control | Assignment Clause | Full Clause | An Assignment Clause details if, and how, contractual obligations, rights, and duties may be transferred from one party to another party. |
| Change of Control | Assignment Freely Assign | True or False | Can a party freely assign due to an exception? The most common exception is Change of Control when a party can assign without consent due to a merger, acquisition, or sale of substantially all assets or stock. |
| Change of Control | Assignment Possible | True or False | Is there any circumstance that a party can assign the contract? For example, the answer is True when a party can assign with written consent. |
| Change of Control | Assignment Requires Consent | True or False | Does either party require consent to assign? |
| Change of Control | Change of Control Clause | Full Clause | A provision in an agreement giving a party certain rights such as consent, payment, or termination in connection with a change in ownership or management of the other party to the agreement. |
| Change of Control | Change of Control Consent Required | True or False | Does a party need consent in order to assign the contract due to Change of Control? |
Confidentiality
Confidentiality refers to the obligation to protect non-public, sensitive, or proprietary information shared between parties during the course of their relationship. The aim is to ensure such information is not disclosed to unauthorized parties, used improperly, or exposed to the public without consent. Confidentiality provisions are essential for safeguarding intellectual property, trade secrets, business strategies, and other valuable data.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Confidentiality | Confidentiality Clause | Full Clause | A Confidentiality Clause describes the obligations that either party has to protect information that has been disclosed to them in the course of contract performance. |
| Confidentiality | Confidentiality Consent Required | True or False | Is consent required in order to disclose confidential information? |
| Confidentiality | Confidentiality Exceptions | Pertinent Text | A Confidentiality Exception is information that is considered non-confidential under the agreement. |
| Confidentiality | Confidentiality Post Termination Period | True or False | Are the party(ies) responsible to continue confidentiality obligations after the termination of the contract? |
| Confidentiality | Intellectual Property Rights Clause | Full Clause | An Intellectual Property Rights Clause describes the ownership, transfer, or other rights to creations or inventions that are disclosed or created during performance of the contract. |
| Confidentiality | Publicity Clause | Full Clause | A Publicity Clause describes the rights either party have to disclose the relationship between the parties and to display trademarks of the other. |
| Confidentiality | Scope of Use Clause | Full Clause | A Scope of Use Clause is a provision in a contract that specifies the purpose or use of a particular service or product. |
Data / Security / Software
This grouping addresses the governance, protection, and management of data, software, and security protocols within a contractual relationship. These provisions aim to mitigate risks related to unauthorized access, data breaches, compliance failures, and software misuse, ensuring the parties meet regulatory, technical, and operational standards.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Data / Security / Software | Access Control | Full Clause | Access Control refers to physical security and information security. It is the selective restriction of access which instructs who's allowed to access and use company information and resources. |
| Data / Security / Software | Audit Clause | Full Clause | An Audit Clause gives a party the right to examine another party's books and records to determine a party's compliance with its obligations under the contract. |
| Data / Security / Software | Background Check Clause | Full Clause | A Background Check Clause is a provision in a contract the gives notice that there will be a required screening of criminal and possibly employment or educational history. |
| Data / Security / Software | Customer Data Clause | Full Clause | A Customer Data Clause defines both parties' abilities to collect and use information pertaining to the other. The data may be used for providing services or to improve existing services or in some cases to detect security incidents. |
| Data / Security / Software | Customer Data Consent Required | True or False | Does the customer have to provide consent in order for their data to be used? |
| Data / Security / Software | Customer Data Instructions | True or False | Does the customer require another type of authorization, other than consent? For example, Instruct, authorized in writing, at customer request, or in writing. |
| Data / Security / Software | Data Breach Clause | Full Clause | A Data Breach Clause details what actions the parties must take upon the occurrence of any unauthorized access or theft of online data. |
| Data / Security / Software | Data Breach Notification Period (days) | Number of Days | A Data Breach Notification Period is the time period within which a party that has suffered a data breach has to notify the other party of such occurance. |
| Data / Security / Software | Data Breach Notify Immediately | True or False | Is there a word or phrase that defines the time period that a party must notify the other of the data breach? Many times, this is wording such as “immediately notify”, “without undue delay”, or “promptly notify”. |
| Data / Security / Software | Data Retention Clause | Full Clause | A Data Retention Clause describes a party's process for continuing to store the other party's data for compliance or business reasons. |
| Data / Security / Software | Data Security - HIPAA | True or False | Is there any mention of HIPAA in the document? |
| Data / Security / Software | Data Security - HITRUST | True or False | Is there any mention of HITRUST in the document? |
| Data / Security / Software | Data Security - ISO | True or False | Is there any mention of ISO in the document? |
| Data / Security / Software | Data Security - PCI-DSS | True or False | Is there any mention of PCI DSS in the document? |
| Data / Security / Software | Data Security - SOC | True or False | Is there any mention of SOC in the document? SOC is a System and Organization Controls Report. SOC reports are Audits governed by the American Institute of Certified Public Accountants (AICPA). There are four main types: SOC 1, SOC 2, SOC 3, and SOC for Cybersecurity, with subsets of each (Type I, II). |
| Data / Security / Software | Data Security - SOC 1 Type 1 | True or False | Is there any mention of SOC 1 Type 1 in the document? |
| Data / Security / Software | Data Security - SOC 1 Type 2 | True or False | Is there any mention of SOC 1 Type 2 in the document? |
| Data / Security / Software | Data Security - SOC 2 Type 1 | True or False | Is there any mention of SOC 2 Type 1 in the document? |
| Data / Security / Software | Data Security - SOC 2 Type 2 | True or False | Is there any mention of SOC 2 Type 2 in the document? |
| Data / Security / Software | Data Security - SOC 3 | True or False | Is there any mention of SOC 3 in the document? |
| Data / Security / Software | Data Security Audit and Certification | True or False | Are there any mentions of certifications or third-party audits? The Data Security Clause can include provisions regarding audits such as SOC or certifications such as ISO. |
| Data / Security / Software | Data Security Clause | Full Clause | Data Security refers to the measures taken by a company to protect the customer data that it processes. |
| Data / Security / Software | Export Controls Clause | Full Clause | An Export Controls Clause is a provision in a contract that requires the parties to abide by the rules and regulations of exporting goods in that particular jurisdiction. |
| Data / Security / Software | International Data Transfer Clause | Full Clause | An International Data Transfer Clause describes the rights or obligations of the parties if they transfer personal data from one country to another. |
| Data / Security / Software | International Data Transfer Consent Required | True or False | Is consent required in order to transfer personal data from one country to another? |
| Data / Security / Software | SCC Addendum | Pertinent Language | SCC Addendum refers to the SCC language being found in the preamble of the addendum of the main contract. |
| Data / Security / Software | SCC Clause | Full Clause | The Standard Contractual Clause or SCC is a provision in a contract that governs data transfers between EU and non-EU countries per the General Data Protection Regulation or GDPR law. |
| Data / Security / Software | SCC Language Updated | True or False | Is the updated SCC language included in the contract? |
| Data / Security / Software | Subcontracting Restrictions | Pertinent Language | Subcontracting Restrictions refer to a restriction on assigning tasks or obligations to a subcontractor in the contract. |
| Data / Security / Software | Subcontracting Restrictions Consent Required | True or False | Is consent required by the parties to subcontract? |
| Data / Security / Software | Third Party Software | Pertinent Language | Third Party Software is a computer program created or developed by a different company than the one that developed the computer's operating system. Open Source software is also included inside the bounds of the Third Party Software smart value. Open Source refers to computer software that is governed by a license which permits some form of free/open distribution to the public. |
Exclusivity / Non-Compete
This grouping contains provisions that limit the parties' ability to engage with competitors or pursue competing opportunities during the agreement and, in some cases, after its termination. These clauses ensure protection of business interests, confidential information, and goodwill while fostering a commitment to the agreed-upon business relationship.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Exclusivity / Non-Compete | Exclusivity Clause | Full Clause | An Exclusivity Clause restricts a party from buying, selling, or promoting similar goods or services from any person or company other than the other party to the contract. |
| Exclusivity / Non-Compete | Non-Compete Clause | Full Clause | A Non-Compete Clause is a provision in a contract that restricts competitive activity of one party against the other in a specific field for a particular amount of time. |
| Exclusivity / Non-Compete | Non-Compete Post Termination Period (months) | Number of Months | Amount of time specified for how long a Non-Compete Clause can be enforced after the departure of the contracting party. |
| Exclusivity / Non-Compete | Non-Solicitation Clause | Full Clause | A Non-Solicitation Clause restricts individuals and organizations from soliciting customers, employees, or business opportunities from another company or organization for a period of time. |
| Exclusivity / Non-Compete | Right of First Refusal | Full Clause | Right of First Refusal (or ROFR) gives a contractual right to the holder of the option to enter into a business transaction before anyone else. |
General Contract Clauses
This grouping includes standard provisions commonly found in contracts that define how the agreement functions, governs, and can be modified. These clauses ensure clarity, consistency, and a framework for the administration of the contract.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| General Contract Clauses | Acceptance Clause | Pertinent Language | An Acceptance Clause is a provision that is an agreement to the specified terms of the contract from the offering party. |
| General Contract Clauses | Acceptance Cure Period (days) | Number of Days | Amount of time allowed to fix any error in the contract process before it is considered a breach. |
| General Contract Clauses | Acceptance Period (days) | Number of Days | Amount of time allowed to agree to the specified terms of the contract from the offering party. |
| General Contract Clauses | Amendment Preamble | Full Clause | The Amendment Preamble is usually the first clause of the Amendment discussing which contract the amendment is changing. |
| General Contract Clauses | Changes Clause | Full Clause | A Changes Clause gives a party the authority to make changes to scope of work and/or modify the work conditions after the contract has become effective. |
| General Contract Clauses | Controlling Contract | Pertinent Language | When there are multiple contracts, which contract governs? |
Governing Law / Venue
This grouping addresses legal provisions that determine which jurisdiction’s laws will apply to the contract and where disputes will be resolved. These clauses are critical for ensuring predictability, consistency, and fairness in resolving disputes. This grouping emphasizes the importance of proactively addressing potential legal disputes by defining the governing law and venue. These provisions contribute to a contract’s enforceability, efficiency, and clarity, which are essential for mitigating risks and fostering trust between the parties.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Governing Law / Venue | Governing Law | Governing Law Name | The state’s or country’s law that governs the interpretation and enforcement of the contract. |
| Governing Law / Venue | Governing Law Clause | Full Clause | A Governing Law Clause determines which state’s or country’s laws will be used to interpret the contract. |
| Governing Law / Venue | Venue/Forum Selection | Pertinent Language | This is the language that determines the geographic location and the type of court where a legal matter will be heard. |
Indemnification and Limitations
This grouping governs how liability is allocated between parties in the event of claims, damages, or losses arising under the agreement. These clauses protect parties from certain risks, define financial responsibilities, and limit exposure to potential liabilities. This grouping addresses how to manage, limit, and allocate potential financial and legal liabilities under a contract, ensuring that both parties can operate within defined, manageable risk parameters. It is foundational for creating a fair and balanced agreement that safeguards against excessive or unforeseen liabilities.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Indemnification and Limitations | Indemnification Clause | Full Clause | An Indemnification Clause obligates one party to reimburse the other for losses or damages suffered as a result of actions taken during performance of that contract. |
| Indemnification and Limitations | Limitation of Liability Aggregate Limit | True or False | Is there an aggregate limit to possible liability assessed for breach of contract? |
| Indemnification and Limitations | Limitation of Liability Aggregate Limit (Text) | Pertinent Text | This is the language that describes the aggregate limit to possible liability assessed for breach of contract. |
| Indemnification and Limitations | Limitation of Liability Aggregate Limit Amount | Amount (number), Currency (text) | This is the aggregate limit monetary amount, separated in terms of the numerical amount and the currency type. |
| Indemnification and Limitations | Limitation of Liability Aggregate Limit Currency | Currency Type | This is the aggregate limit monetary amount, separated in terms of the numerical amount and the currency type. |
| Indemnification and Limitations | Limitation of Liability Clause | Full Clause | A Limitation of Liability Clause limits the amount and/or type of damages one party has to pay the other party if they suffer losses. |
| Indemnification and Limitations | Limitation of Liability Consequential Damages Waived | True or False | Are consequential damages waived in the limitation of liability clause? |
| Indemnification and Limitations | Limitation of Liability Exclusions | Pertinent Language | This is the language that limits or excludes liability for certain types of damages for breach of contract. |
Insurance
This grouping addresses the financial aspects of the agreement, focusing on how prices are determined, adjusted, and paid. These terms clarify the parties' obligations regarding pricing, payment schedules, and future adjustments to the cost of goods or services. They ensure transparency and predictability in the financial dealings under the contract.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Insurance | Additional Insured | Pertinent Language | An Additional Insured is a group or individual that is covered by the liability insurance in addition to the primary policyholder. |
| Insurance | Insurance Clause | Full Clause | An Insurance Clause describes the obligations the parties have to carry insurance to cover certain losses that may arise out the performance of the contract. |
Payment / Price
This grouping addresses the financial aspects of the agreement, focusing on how prices are determined, adjusted, and paid. These terms clarify the parties' obligations regarding pricing, payment schedules, and future adjustments to the cost of goods or services. They ensure transparency and predictability in the financial dealings under the contract.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Payment / Price | Most Favored Nation/Customer Clause | Full Clause | Most Favored Nation/Customer Clause is an anti-discrimination clause that requires that a supplier treat a particular customer equally, or more favorably, but not less, than other customers. |
| Payment / Price | Payment Terms Clause | Full Clause | A Payment Terms Clause defines when, how, and by what method a party pays another. |
| Payment / Price | Price Increase (Indexed) Change | Pertinent Language | Price Increase (Indexed) Change returns the language describing the change that is to be made based on the specified Index. |
| Payment / Price | Price Increase (Indexed) Clause | Full Clause | A Price Increase (Indexed) Clause is a contractual provision describing how a payment or fee will change based on a specified index. |
| Payment / Price | Price Increase (Indexed) Index | Pertinent Language | Price Increase (Indexed) Index returns the language designating the Index being referenced. |
| Payment / Price | Renewal Price Increase | Pertinent Language | Renewal Price Increase refers to a specified percentage increase over a specified period. |
| Payment / Price | Renewal Price Increase Percentage | Percentage | This is the percentage number that the payment will be increased by. |
Renewal
This grouping includes terms that govern the extension of the contract's duration, either automatically or through mutual agreement. Renewal provisions address how and when a contract continues after its initial term, ensuring clarity and predictability for both parties.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Renewal | Automatic Renewal | True or False | Does this agreement automatically renew? |
| Renewal | Auto-Renewal Opt-Out Date (calculated) | Exact Date | This is the last date that the party may opt out of their contract. |
| Renewal | Automatic Renewal Opt-Out (days) | Number of Days | This describes how much advance notice a party must give prior to contract renewal to opt-out of an automatic renewal. |
| Renewal | Automatic Renewal Term (months) | Number of Months | This is the length of the contract term once it automatically renews. |
| Renewal | Option to Renew | Pertinent Language | The Option to Renew language describes the ability to exercise an option to adopt an agreed upon additional defined term(s). |
| Renewal | Renewal Date | Exact Date | This is the date when the contract renews automatically. |
Service Level
This grouping includes terms that define and enforce performance standards for services provided under the agreement. Service Level terms are critical to ensuring measurable performance, accountability, and remedies if the provider fails to meet agreed-upon benchmarks.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Service Level | Service Level Agreement Clause | Full Clause | A Service Level Agreement (or SLA) is the minimal level of service agreed on between a company and their customer in the contract. |
| Service Level | Service Level Agreement Service Level Credits | True or False | Are there Service Level Credits in the Service Level Agreement? Service Level Credits are given to the customer when a supplier fails to meet performance standards. |
| Service Level | Service Level Agreement Uptime Commitment | True or False | Are there Uptime Commitments in the SLA? Uptime Commitments is the percentage of time (e.g. 99.9%) that the service will be available, such as a week, month, or quarter. |
Term / Termination
The Term / Termination grouping includes provisions governing the start, duration, and end of the contractual relationship. These terms ensure both parties have clarity on their rights and obligations related to the agreement's lifecycle and the mechanisms to end it under specific circumstances.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Term / Termination | Commencement Date | Exact Date | A Commencement Date is the day on which the term in the contract commences. This is often seen in leases and employment contracts where the effective date differs from the start of the contract term. |
| Term / Termination | Evergreen Clause | Full Clause | An Evergreen Clause indicates that a contract will remain in effect until terminated by an action of either party. |
| Term / Termination | Notice Clause | Full Clause | A Notice Clause states how the parties must provide legally operative notices to one another. |
| Term / Termination | Survival or Post Termination Obligations Clause | Full Clause | A Survival Clause defines which obligations from the agreement remain operative after the overall agreement has terminated. |
| Term / Termination | Survival or Post Termination Obligations Term | Pertinent Language | A clause for describing the term for obligations that will still be in effect after the contract terminates. |
| Term / Termination | Survival or Post Termination Obligations Term (evergreen) | True or False | Does the term for obligations that will still be in effect after the contract terminates continue indefinitely? |
| Term / Termination | Survival or Post Termination Obligations Term (months) | Number of Months | The time period for obligations that will still be in effect after the contract terminates. |
| Term / Termination | Term Clause | Full Clause | A Term Clause defines the period during which the agreement is effective, and may include whether it automatically renews, is perpetual, or is renewed by mutual consent. |
| Term / Termination | Termination Clause | Full Clause | A Termination Clause defines when and how the agreement can be terminated. |
| Term / Termination | Termination for Breach | Full Clause | A Termination for Breach Clause defines when a contract has been breached due to a failure to perform. |
| Term / Termination | Termination for Breach Cure Period (days) | Number of Days | This is the number of days that the contract allows for curing a breach of contract. |
| Term / Termination | Termination for Convenience | True or False | Can a party terminate the contract without cause, for any reason, at any time? |
| Term / Termination | Termination for Convenience Opt Out (days) | Number of Days | This is the number of days that the contract remains effective after a party has provided notice of termination without cause. |
Warranty / Dispute
The Warranty / Dispute grouping consolidates terms addressing two fundamental aspects of a contract: performance guarantees (warranties) and mechanisms for resolving conflicts (disputes). These clauses ensure accountability for promised performance while providing pathways to manage disagreements efficiently.
| Category | Smart Value Name | Data Type | Definition |
|---|---|---|---|
| Warranty / Dispute | Dispute Resolution Class Action Waiver | True or False | Has a Party waived their right to file a class action lawsuit? |
| Warranty / Dispute | Dispute Resolution Clause | Full Clause | The Dispute Resolution Clause clearly defines how a dispute is resolved and the contractual rights and obligations enforced. |
| Warranty / Dispute | Dispute Resolution Jury Trial Waiver | True or False | Has a Party waived their right to a jury trial? |
| Warranty / Dispute | Force Majeure Clause | Full Clause | A Force Majeure Clause is a provision that excuses a party from its contractual obligations due to an event that the parties could not have anticipated or controlled. |
| Warranty / Dispute | Force Majeure Exception | True or False | Are there exceptions within the Force Majeure Clause? For example, payment or inclement weather. |
| Warranty / Dispute | Force Majeure Termination | True or False | Is a party able to terminate the contract if the other party's performance continues to be affected for a certain period of time? |
| Warranty / Dispute | Warranty Clause | Full Clause | A Warranty Clause is a contractual provision that issues a promise specifying that something is true or will happen. |