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

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.