Classification
Description
Acceptable Use / Legal Compliance
Clauses restricting how a party may use the services, requiring compliance with laws and policies, and prohibiting unlawful, abusive, or harmful content or conduct.
Confidentiality
Non-disclosure obligations, data classification requirements, and handling restrictions for information shared under the contract. Compliance signals: SoWs referencing data sharing or third-party sub-contracting arrangements that may conflict with contracted confidentiality obligations.
Contract Term and Interpretation
Clauses governing the contract's duration, entry into force, authoritative language version, number of originals, and interpretive frameworks such as referenced trade rules.
Customer Responsibilities
Clauses allocating responsibility to the customer for content, support, security, marketing, site administration, or installed software, including exclusions of the provider's responsibility for those functions.
Delivery SLA
Clauses specifying delivery timelines, lead times, service level commitments, and remedies for failure. Compliance signals: promised delivery dates on POs or SoWs that fall outside contracted lead times, missing SLA remedy provisions, or absence of milestone definitions.
Dispute Resolution
Clauses specifying how disputes are escalated, mediated, or arbitrated, including jurisdictional preferences. Compliance signals: documents referencing dispute or claims processes inconsistent with the contracted resolution mechanism.
Documentation Requirements
Clauses specifying the invoices, certificates, packing lists, notices, acceptance records, and other documents that must be produced or exchanged under the contract.
Force Majeure
Clauses excusing non-performance due to extraordinary events, including notification requirements and duration limits. Primarily a risk and frequency signal rather than a KPI dimension — useful for tracking how often force majeure is invoked across projects, jurisdictions, or contractors.
Governance / Joint Committees
Clauses creating joint steering committees, governance bodies, subcommittees, or management forums, including their composition, meeting procedures, voting rights, escalation role, and administrative responsibilities.
Governing Law / Jurisdiction
Clauses specifying the applicable legal system and courts of competent jurisdiction. Primarily a risk and portfolio signal — useful for analysing exposure concentration across jurisdictions or flagging documents executed under unexpected legal frameworks.
Indemnification
Clauses requiring one party to defend, indemnify, or hold the other harmless against third-party claims, losses, liabilities, and related legal costs.
Intellectual Property
Clauses governing ownership and licensing of IP created or transferred under the contract, including work-for-hire provisions. Compliance signals: SoWs that assign IP rights inconsistent with the contracted ownership model, or deliverable definitions that imply IP transfer not covered by the contract.
Liability Cap
Clauses limiting the maximum financial liability of either party and defining exclusions. Compliance signals: SoWs or agreements that reference liability amounts inconsistent with the contracted cap, or documents that attempt to waive cap provisions.
Marketing Materials Approval
Clauses governing the preparation, review, approval, revision, and regulatory compliance of marketing, promotional, educational, or training materials used under the agreement, including which party controls content and final approval.
Non-Competition / Exclusivity
Clauses restricting a party from marketing, promoting, selling, or supporting competing products or services during the contract term or a defined post-termination period, including exclusivity obligations and related carve-outs.
Non-Solicitation / Hiring Restrictions
Clauses limiting a party's ability to recruit, hire, or otherwise engage the other party's employees, consultants, or key personnel during the contract term or for a post-termination period, including consent requirements and exceptions.
Order Issuance and Acceptance
Clauses governing who may issue purchase orders, the process and timing for order acceptance or rejection, and when an order becomes legally binding on the parties.
Order of Precedence and Amendments
Clauses governing how the master agreement interacts with purchase orders, which document prevails in case of conflict, and the formal requirements for amendments, supplements, or waivers.
Packaging, Marking, and Handling
Clauses governing packaging standards, export-treatment requirements, shipping marks, handling instructions, and liability for loss or damage caused by improper packing or labeling.
Payment Terms
Clauses governing invoice timing, payment schedules, late payment penalties, and currency. Compliance signals: payment terms on incoming invoices or POs that exceed the contracted period, invoices in a non-contracted currency, or missing early-payment discount provisions.