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.
Assignment and Transfer
Clauses governing whether rights or obligations may be assigned, delegated, or transferred, including consent requirements, permitted transfers, and successor-assumption obligations.
Audit Rights
Clauses granting a party the right to inspect books, records, systems, or operations to verify performance, compliance, or amounts due, including frequency limits, procedures, and cost allocation for audits.
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.
Cost Allocation
Clauses allocating responsibility between the parties for costs, expenses, reimbursements, and employee-related outlays incurred in performing the agreement, other than invoice timing or payment mechanics.
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.
Further Assurances
Clauses requiring the parties to execute additional documents or take further actions reasonably necessary to implement, perfect, or carry out the agreement’s intent and purposes.
Governance / Committee Management
Clauses creating joint committees or management bodies, allocating membership and voting structure, and setting meeting, oversight, and governance procedures for contract administration.
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.
Insurance Requirements
Clauses requiring one or both parties to maintain specified insurance coverage, provide proof of insurance, or allocate responsibility for obtaining insurance related to performance under the agreement.
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.