10
100
97
50
985
Total Terms: 20
Score: 47.5
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying the Commonwealth of Massachusetts and the rejection of the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods is not present in the provided contract text. It is recommended to include a governing law clause to ensure clarity on the applicable legal framework. If Massachusetts law is beneficial to Verterim, efforts should be made to negotiate its inclusion. Additionally, consider adding explicit rejections of international conventions if relevant to the contract's scope to avoid unintended legal implications.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause defining the duration or expiration of the agreement, which is crucial for managing contract renewals and terminations. It is recommended to include a clause that specifies the term of the agreement and any conditions for renewal or termination. Additionally, implementing an aging function to alert parties when the contract is nearing expiration would be beneficial. This function should trigger workflows for either terminating inactive contracts or initiating renewal discussions.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding 'Key Service Provider Personnel' is not present in the provided Vendor Security Agreement. To ensure compliance and clarity in service delivery, it is recommended to include a clause that addresses the assignment and replacement of key personnel, similar to the one described in the prompt. This should include conditions for personnel replacement, client approval rights, and any associated costs for onboarding new personnel. Additionally, ensure that the client is notified and can approve replacements to maintain service quality and client satisfaction.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term clause is not present in the provided contract text. It is recommended to ensure that any agreements with vendors include clear payment terms, ideally specifying a payment period of 30 days or less to align with industry best practices. Additionally, ensure that all payment terms are communicated to the Accounts Receivable department to facilitate timely processing. Consider revising the contract to include a specific payment term clause if it is deemed necessary for clarity and enforceability.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Subcontractors |
| Matched Content | Vendor may utilize subcontractors or third-party service providers to assist in delivering the services to Company, provided that: (a) Vendor obtains Company’s prior consent for any subcontractor who will have access to Company’s confidential or sensitive data; (b) any approved subcontractor agrees in writing to confidentiality and data protection obligations substantially similar to those in this Agreement; and (c) Vendor remains fully liable to Company for any acts or omissions of its subcontractors with respect to Company’s data. Vendor shall provide information to Company about its data-handling subcontractors upon reasonable request. If a subcontractor causes a security incident or fails to protect Company’s data, Vendor will take prompt corrective action, including replacing that subcontractor if directed by Company. |
The clause is acceptable as it aligns with standard subcontracting practices, ensuring that the Vendor remains liable for the subcontractor's actions and requires prior consent from the Company. It is recommended to define a workflow or alert system for notifying the Company when subcontractors are engaged, as noted. Additionally, ensure that all subcontractors are thoroughly vetted and that their confidentiality agreements are as stringent as those in the primary contract.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Termination |
| Matched Content | Either party may terminate this Agreement for material breach by the other party, upon giving written notice describing the nature of the breach and allowing thirty (30) days for the breaching party to cure the breach (if curable). If the breach is not cured within that time frame, the non-breaching party may terminate this Agreement by providing written notice of termination. Notwithstanding the foregoing, Company may immediately terminate this Agreement upon a breach by Vendor that involves a serious compromise of Company’s data or a violation of law (such as a significant data breach or willful misuse of confidential information). |
The clause is acceptable as it aligns with standard practices by allowing termination for uncured material breaches. However, it is advisable to ensure that the triggers for breaches, such as late payments or failure to approve work products within defined timeframes, are clearly outlined in the agreement. Additionally, implementing a system to alert parties when a breach is imminent could enhance compliance and reduce disputes.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding pricing for services being firm for 24 months is not present in the provided Vendor Security Agreement. As such, the agreement is categorized as 'acceptable' under the criteria provided. It is recommended to ensure that any future agreements explicitly address pricing terms if this is a concern for the parties involved. If the intention is to include a similar clause, it should allow for flexibility in pricing adjustments based on market conditions or require renegotiation or approval from senior management to ensure it aligns with strategic objectives.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding insurance obligations and cost reimbursement is not present in the provided Vendor Security Agreement. Given the absence of this clause, the agreement can be categorized as 'acceptable' concerning the specific term in question. However, it is advisable to review the entire agreement for any other potential risks or ambiguities. If the insurance clause is necessary for the agreement, consider drafting a clear and mutually agreeable provision that outlines the insurance requirements and the consequences of non-compliance, ensuring it aligns with both parties' expectations and legal standards.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. As such, the contract can be categorized as 'acceptable' based on the absence of the unacceptable clause. It is recommended to ensure that all service delivery teams are aware of the contract terms and are prepared to meet all specifications and performance criteria as outlined in the executed contract. Additionally, regular reviews of contract clauses should be conducted to ensure compliance and to identify any potential risks or areas for improvement.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause in question regarding 'Failure to Cure' is not present in the provided contract text. Therefore, the contract does not currently contain the potentially overreaching terms that would allow the customer to terminate the agreement and receive a refund for non-conforming services or deliverables. As such, the contract is acceptable in this regard. However, it is advisable to ensure that any similar clauses introduced in future agreements are carefully reviewed to align with the legal requirements in the Commonwealth of Massachusetts, particularly concerning Time and Material work. It is recommended to consult with legal counsel to ensure compliance and to avoid potential disputes over payment obligations.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' as described is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' based on the absence of the unacceptable term. It is recommended to review the contract for any other clauses that may require attention, particularly those related to platform limitations, to ensure comprehensive protection for the vendor. Consider including language that addresses platform limitations to prevent undue costs associated with workaround requirements.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which guarantees the lowest fee for services across all customer engagements, is not present in the provided Vendor Security Agreement. As such, the contract does not contain the identified risk associated with fee parity clauses. It is advisable to ensure that any future contracts are reviewed for similar clauses that could impose unfavorable pricing restrictions. Additionally, consider negotiating terms that allow for flexibility in pricing based on the evolving business relationship and market conditions.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding the use of Supplier Existing IP is not present in the provided Vendor Security Agreement. This absence means that the agreement does not impose the restrictions or requirements outlined in the problematic clause, which is beneficial in this context. However, to ensure clarity and mutual understanding, it is recommended to explicitly address the use of any existing intellectual property in the agreement. This could involve adding a clause that outlines the terms under which existing IP may be used, ensuring both parties are aware of and agree to these terms. Additionally, consider including a provision that allows the Vendor to leverage its existing IP in delivering services, subject to the Company's approval, to prevent any future disputes.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified clause regarding reimbursement for reasonable expenses incurred due to a data breach caused by the vendor or its subcontractors. Given the absence of this clause, it is categorized as 'acceptable' under the current instructions. However, it is advisable to consider including a clause that addresses reimbursement for data breach-related expenses to ensure that the client is protected against financial losses resulting from the vendor's or its subcontractors' actions. This addition would align with best practices in data security agreements and provide a clear framework for handling potential breaches. Additionally, it is recommended to inform the Service Delivery team about the implications of such clauses and incorporate relevant scenarios into Security Awareness Training for all employees and contractors to mitigate risks effectively.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified 'Rejection and Cure' clause is not present in the provided contract text. As such, the contract appears acceptable in this regard. If the inclusion of a 'Rejection and Cure' clause is desired for clarity and risk management, consider drafting a clause that clearly outlines the process for addressing deficiencies in services or deliverables, including specific timelines for correction and resubmission. Ensure that any proposed clause aligns with the operational capabilities and expectations of both parties.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing procedures is not present in the provided contract text. It is recommended to include a clause that clearly outlines the invoicing process, specifying that the Service Provider should send all invoices with references to the Agreement and relevant Purchase Order (PO) number to the attention of 'Accounts Payable' at a designated address. Additionally, ensure that there is a notification mechanism for Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address. This will help streamline the invoicing process and prevent administrative errors.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the maintenance and protection of records, as outlined in the prompt, is not present in the provided contract text. However, the contract does contain provisions related to confidentiality and data security, which partially address the concerns of data protection and access. It is recommended to explicitly include a clause that mirrors the prompt's term to ensure comprehensive coverage of data ownership, access rights, and restrictions on data transfer. This would enhance clarity and enforceability, particularly regarding the client's rights to access and obtain copies of records, and the prohibition on transferring records without prior approval. Additionally, ensure that all data protection measures align with applicable data protection laws and industry standards.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding data retention and destruction notification is not present in the provided contract text. It is recommended to consider including a similar clause to ensure clear guidelines on data retention and destruction processes. This would enhance compliance with data protection standards and provide clarity on the responsibilities of the Vendor regarding data management. Additionally, implementing a data retention flag and alert mechanism, as noted in the instructions, would be beneficial for managing data lifecycle effectively.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified insurance clause. It is recommended to assess whether the inclusion of an insurance clause is necessary based on the nature of the services provided and the associated risks. If insurance coverage is deemed important, consider drafting a clause that requires the Vendor to maintain appropriate insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage, with reputable insurers. Additionally, establish a process for requesting a Certificate of Insurance to ensure compliance with insurance requirements. Implement a workflow to compare existing insurance policies with client requirements and negotiate adjustments if necessary.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. It is recommended to review the contract to determine if insurance requirements are necessary for the Vendor's services. If insurance coverage is deemed essential, consider drafting a clause that specifies the minimum insurance limits and types of coverage required. Additionally, it would be prudent to include a requirement for the Vendor to provide a Certificate of Insurance (COI) to verify compliance with the insurance obligations. This can help mitigate risks associated with potential liabilities and ensure that the Vendor maintains adequate coverage throughout the duration of the agreement.
Total Terms: 21
Score: 28.57
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying the Commonwealth of Massachusetts is not present in the provided contract text. It is recommended to include a governing law clause to ensure clarity on the applicable legal framework. If Massachusetts is the preferred jurisdiction, this should be explicitly stated. Additionally, the contract should address the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods, if applicable. Consider renegotiating or obtaining explicit approval from senior management if the governing law differs from Massachusetts.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract currently lacks a specific clause defining the duration for which the agreement remains in effect. It is advisable to include a term that clearly states the agreement's duration and conditions for renewal or termination. This will provide clarity and help manage the contract lifecycle effectively. Additionally, implementing an aging function to alert parties when the contract is nearing expiration would be beneficial for timely renewals or terminations. Establishing a workflow for these actions will ensure smooth contract management and compliance with organizational policies.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding subcontracting with prior written consent and notification is not present in the contract text. It is recommended to include a clause that explicitly addresses subcontracting, ensuring that any subcontracting by the Vendor requires prior written consent from the Covered Entity, notification of the specific services to be subcontracted, and that the Vendor remains liable for the subcontractor's performance. This addition will enhance clarity and accountability in the agreement.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding 'Key Service Provider Personnel' is not present in the provided Vendor Security Agreement. To ensure compliance with the desired contractual terms, it is recommended to include a clause that addresses the assignment and replacement of key personnel, similar to the one outlined in the prompt. This should include conditions for personnel replacement, client approval rights, and any associated costs for onboarding new personnel. Additionally, ensure that the client is notified of any personnel changes and has the opportunity to approve replacements to maintain compliance and satisfaction.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified termination clause is not present in the provided contract text. It is recommended to include a termination clause that allows the Service Provider to terminate the agreement or any Statement of Work if the client fails to cure a material breach within a specified timeframe, such as thirty (30) days after receiving written notice. This would provide the Service Provider with a clear mechanism to address breaches and protect its interests. Additionally, consider implementing a system to monitor and alert for potential breaches, such as late payments or failure to meet contractual obligations, to ensure timely action can be taken.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific payment term clause described in the prompt is not present in the provided contract text. It is advisable to ensure that all payment terms are clearly outlined in the contract to avoid any potential disputes or misunderstandings. Additionally, it is recommended to implement a system for highlighting payment terms that exceed 30 days and ensure this information is communicated to the Accounts Receivable department. This will help maintain clarity and efficiency in financial transactions.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding pricing for services is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that any pricing terms in the actual agreement are reviewed for compliance with organizational policies and market conditions. If similar pricing clauses are to be included in future agreements, consider incorporating flexibility for rate adjustments based on market changes or specific organizational needs.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and cost reimbursement is not present in the provided contract text. Therefore, the contract does not currently impose the potentially harmful insurance-related obligations on the Vendor. It is advisable to review the contract for any other terms that might indirectly impose similar obligations or financial liabilities. Additionally, ensure that all insurance requirements are clearly defined and mutually agreed upon in any future amendments or related agreements. If the term is to be introduced, it should be renegotiated with explicit approval from Senior Management to ensure alignment with the organization's risk management policies.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the contract text. Therefore, the contract is categorized as 'acceptable' based on the absence of the unacceptable term. It is recommended to ensure that all clauses in the contract are reviewed for compliance with HIPAA regulations and that the Vendor Security Agreement is aligned with the organization's risk management and compliance strategies. Additionally, it is advisable to maintain ongoing communication with the service delivery team to ensure adherence to all contractual obligations and performance criteria.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified 'Failure to Cure' clause is not present in the provided contract text. The contract appears to focus on HIPAA compliance and obligations between a healthcare organization and a vendor. Since the clause in question is not found, there is no immediate concern regarding overreaching terms related to deliverables and refunds. However, it is advisable to ensure that all clauses within the contract are compliant with applicable state laws, such as those in the Commonwealth of Massachusetts, especially concerning payment obligations for Time and Material work. Regular legal review of contract terms in light of jurisdiction-specific requirements is recommended to avoid potential disputes.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. To further protect Verterim or any similar vendor, it is advisable to include language addressing platform limitations in future contracts. This would ensure that vendors are not unfairly burdened with costs related to inherent platform limitations. Additionally, review other sections of the contract to ensure comprehensive protection against unforeseen liabilities.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding fees being the lowest charged by the Supplier to any other customer is not present in the provided contract text. Therefore, the contract can be categorized as 'acceptable' in this context. However, it is advisable to review the contract for any other clauses that may indirectly relate to pricing or fee structures, especially those that might impose restrictions on price increases. If such clauses exist, ensure they do not conflict with any future pricing strategies or negotiations. Additionally, maintain open communication with the Vendor to renegotiate terms if the scope of services or relationship expands.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified unacceptable clause regarding the use of Supplier Existing IP. Therefore, it is categorized as acceptable. However, if the intent is to include such a clause, it is recommended to revise the language to ensure that the use of existing IP is clearly agreed upon by both parties without requiring express written consent for each instance. This could involve redlining the contract to state that the agreement to work with the supplier includes the benefit of leveraging existing IP, thereby streamlining the process and avoiding the need for repeated consent.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified unacceptable term regarding reimbursement for reasonable expenses associated with a data breach. As such, the contract is categorized as acceptable in this context. It is recommended to maintain vigilance in ensuring that any future amendments or contracts do not inadvertently introduce similar unacceptable terms. Additionally, it would be prudent to implement comprehensive security awareness training for all employees and contractors to mitigate the risk of data breaches and ensure compliance with the existing terms of the agreement.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific 'Rejection and Cure' clause is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' with respect to this term. It is recommended to review the contract for any similar clauses that might address service deficiencies and correction timelines. If such provisions are necessary for the agreement, consider drafting a clause that clearly outlines the process for addressing deficiencies, including notification procedures, correction timelines, and acceptance criteria. Ensure that any proposed clause aligns with the operational capabilities and legal requirements of both parties.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing procedures is not present in the provided contract text. It is recommended to include a clause that specifies the invoicing process, including the requirement for invoices to reference the Agreement and the relevant Purchase Order (PO) number, and to be sent to the attention of 'Accounts Payable' at a designated address. Additionally, ensure there is a notification mechanism for Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address. This will enhance clarity and facilitate accurate and timely processing of invoices.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the secure maintenance and access to records by the client is not present in the provided contract text. However, the contract does include comprehensive obligations related to the protection and handling of Protected Health Information (PHI) under HIPAA regulations, which cover similar concerns regarding data security and access. It is recommended to ensure that the Vendor Security Agreement explicitly addresses the client's rights to access and obtain copies of records, as well as the secure storage of such records, to align with best practices for data management and client assurance. Consider incorporating a clause that mirrors the missing term to enhance clarity and client confidence in data handling procedures.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding record retention and destruction is not present in the provided contract text. It is recommended to ensure that a clear data retention and destruction policy is included in the agreement to comply with applicable laws and regulations. This should include specific timeframes for data retention, procedures for data destruction, and notification requirements to the client prior to data disposal. Additionally, implementing a data retention flag and alert mechanism for each client contract, as noted, would enhance compliance and operational efficiency.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific insurance clause described in the prompt is not present in the provided contract text. Given that the clause is categorized as 'neutral,' its absence does not necessitate immediate action. However, it is advisable to review the contract to ensure that adequate insurance requirements are in place to protect both parties. If insurance coverage is deemed necessary, consider negotiating the inclusion of a similar clause to ensure that the Service Provider maintains appropriate insurance coverage and provides a Certificate of Insurance upon request. Establishing a process for requesting and verifying insurance coverage could be beneficial to ensure compliance with client requirements.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance requirements is not present in the provided contract text. Since the term is categorized as 'neutral,' its absence does not necessitate immediate concern. However, if insurance requirements are critical to the contractual relationship, it is advisable to review the contract for any other sections that might address insurance obligations. If no such sections exist, consider negotiating an amendment to include specific insurance requirements to ensure both parties are adequately protected. Additionally, ensure that any insurance requirements align with industry standards and the specific needs of the contractual engagement.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified termination clause is not present in the provided contract text. The existing termination provisions in Section 5 of the contract allow for termination in the event of a breach, with an opportunity to cure, and immediate termination if cure is not feasible. It is recommended to ensure that any termination process is clearly communicated and documented, potentially by implementing a system to track and confirm receipt of termination notices, as suggested in the notes. This could involve a digital acknowledgment system for email notices or a confirmation process for mailed notices.
Total Terms: 21
Score: 38.1
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts and the rejection of international conventions is not present in the provided contract text. It is recommended to include a governing law clause that specifies Massachusetts to align with the beneficial terms for Verterim. Additionally, ensure that any clauses related to the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods are explicitly addressed to avoid unintended applicability. Consider renegotiating or seeking explicit approval from senior management if the governing law is set to a state other than Massachusetts.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause stating 'This Agreement will remain in full force and effect until'. It is recommended to include a clear term clause that defines the duration of the agreement to ensure both parties are aware of the contract's validity period. Additionally, implementing an aging function to alert when contracts are within six months of expiration would be beneficial. This would allow for timely decision-making regarding termination or renewal, ensuring continuity or proper closure of contractual obligations.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided Vendor Security Agreement. It is recommended to review the contract to ensure that all necessary clauses are included to address personnel assignments and replacements, especially if the services provided involve key personnel whose performance is critical to the success of the project. Consider adding a clause that outlines the process for personnel replacement, including client approval and notification procedures, to align with best practices and ensure compliance with client expectations.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified termination clause is not present in the contract text. It is advisable to include a termination clause that allows the Service Provider to terminate the agreement if the client fails to cure a material breach within a specified period after receiving notice. This would provide the Service Provider with clear recourse in the event of a breach by the client. Additionally, ensure that mechanisms are in place to alert the Service Provider of potential breaches, such as late payments or failure to approve work products within defined timeframes.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The payment term specifying a 30-day payment period for undisputed fees is not present in the provided contract text. It is recommended to ensure that such a clause is included to establish clear payment timelines and obligations. Additionally, it is advisable to communicate any payment terms exceeding 30 days to the Accounts Receivable department to facilitate proper financial management and compliance with internal policies.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | 4. Use of Subcontractors (Flow-Down Requirements) |
| Matched Content | Vendor shall not subcontract any services that involve access to Company’s data without Company’s prior written consent, which Company may grant or withhold in its sole discretion. If Company approves a subcontractor, Vendor must ensure the subcontractor is bound by written obligations at least as stringent as those in this Agreement, including all data protection, confidentiality, and HIPAA compliance requirements. Vendor remains fully responsible and liable for the acts, omissions, and compliance of any approved subcontractors. Vendor shall provide to Company, upon request, a list of all subcontractors with access to Company data. Vendor shall also ensure any subcontractor that will create, receive, maintain, or transmit PHI on Vendor’s behalf signs a Business Associate Agreement or equivalent with Vendor imposing the same restrictions and obligations that apply to Vendor. |
The clause is acceptable as it requires prior written consent from the Company before subcontracting and ensures that subcontractors are bound by stringent obligations. However, it is recommended to define a workflow or alert system for the notification process to ensure timely and efficient communication regarding the use of subcontractors. Additionally, it may be beneficial to specify the process for obtaining and documenting the Company's consent to enhance clarity and compliance.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
Since the specified pricing clause is not present in the contract text, the contract is categorized as 'acceptable' in terms of pricing flexibility. However, it is advisable to review the contract for any other clauses that may indirectly affect pricing or financial terms. Additionally, ensure that any future contracts or amendments include clear terms regarding pricing adjustments to avoid potential disputes. If long-term pricing stability is desired, consider negotiating explicit terms that allow for periodic renegotiation or adjustments based on market conditions, with senior management's approval.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding insurance requirements and the ability of the Customer to obtain coverage and charge the Supplier is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that all necessary insurance and indemnification clauses are explicitly included in the agreement to protect the interests of both parties. Consider reviewing the contract for comprehensive coverage of risk management provisions, including insurance requirements, to ensure alignment with industry standards and organizational policies.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding the re-performance or refund for non-conforming services is not present in the provided contract text. As such, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that the contract includes clear provisions for service performance standards and remedies for non-compliance to protect the client's interests. Consider adding a clause that specifies the obligations of the Vendor in the event of non-conformance to agreed specifications, including options for re-performance or refunds, to enhance the contract's comprehensiveness and enforceability.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term 'Failure to Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract does not include the potentially overreaching clause that could conflict with the requirements for Time and Material work in the Commonwealth of Massachusetts. As such, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any other clauses that might similarly overreach or conflict with local laws and industry standards. Additionally, ensure that all terms related to deliverables and payment obligations are clearly defined and compliant with applicable legal requirements.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' as described is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any similar clauses that may impose undue obligations on the Vendor without addressing potential platform limitations. To better protect the Vendor, consider including language that specifies exceptions or limitations related to platform constraints. This can prevent the Vendor from incurring costs for workarounds necessitated by inherent platform limitations.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding fee parity is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that any future agreements explicitly address pricing structures to avoid potential conflicts or misunderstandings. Consider including clauses that allow for renegotiation of terms if the scope of services or volume of transactions changes significantly. Additionally, ensure that any price increase restrictions are clearly defined and do not conflict with other pricing terms.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific term related to the use of Supplier Existing IP and the requirement for express written consent from the client is not present in the provided Vendor Security Agreement. Therefore, the contract can be categorized as 'acceptable' in this context. However, if the use of existing IP is a concern, it is recommended to review and potentially amend the agreement to explicitly allow the leveraging of existing IP in service delivery, with the client's consent incorporated into the initial agreement to avoid the need for subsequent approvals. This would align with the suggestion that agreeing to work with the supplier includes the benefit of leveraging existing IP.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause requiring the vendor to reimburse the client for reasonable expenses incurred due to a data breach caused by the vendor or its subcontractors is not present in the provided contract text. Given the absence of this clause, the contract is categorized as 'acceptable' under the current analysis criteria. However, it is advisable to consider the inclusion of a similar clause to ensure that the client is protected against financial losses resulting from potential data breaches. Additionally, it is recommended to establish a clear protocol for informing the Service Delivery team about potential liabilities and to incorporate this into Security Awareness Training for all employees and contractors to mitigate risks associated with data breaches.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The 'Rejection and Cure' clause is not present in the provided Vendor Security Agreement. As such, the categorization is 'acceptable' since the unacceptable term is not found. If the inclusion of a 'Rejection and Cure' clause is desired, it should be carefully drafted to ensure clarity on the review period and cure period, considering the operational capabilities of the Vendor and the expectations of the Company. It is recommended to negotiate and agree on a reasonable timeframe that both parties can adhere to, ensuring it aligns with the overall project timelines and deliverables.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing procedures is not present in the provided contract text. It is recommended to include a clause that clearly outlines the invoicing process, including the requirement for invoices to reference the Agreement and the relevant Purchase Order (PO) number, and to be sent to the attention of 'Accounts Payable' at a specified address. Additionally, ensure that there is a notification to Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address. This will enhance clarity and ensure proper accounting procedures are followed.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the maintenance and protection of records, as described in the prompt, is not present in the provided contract text. However, the contract does contain several provisions related to data protection, confidentiality, and access to records, particularly under sections such as 'Data Protection and Confidentiality' and 'Audit Rights and Access to Records'. It is recommended to ensure that these sections adequately cover the client's requirements for secure storage, protection, and access to data. If the specific requirements outlined in the prompt are critical, consider drafting a dedicated clause to address these elements explicitly. Additionally, ensure that any obligations regarding data ownership and restrictions on data transfer align with the client's expectations and legal standards.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding record retention and disposal is not present in the provided contract text. As the term is categorized as 'neutral,' its absence does not directly impact the acceptability of the contract. However, it is advisable to ensure that data retention and disposal policies are clearly outlined in the agreement to avoid potential compliance issues. Consider incorporating a clause that specifies the retention period for records, the process for returning or disposing of records, and the notification requirements for record disposal. This will enhance clarity and ensure that both parties are aligned on data management expectations.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. It is recommended to ensure that the Vendor Security Agreement includes a comprehensive insurance clause to protect the interests of the parties involved. This clause should require the Vendor to maintain adequate insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage, with reputable insurers. Additionally, the clause should stipulate that the Vendor provides a Certificate of Insurance upon request and notify the Company of any material changes or cancellations in coverage. Implementing a process to request and review the Certificate of Insurance, as well as comparing existing insurance coverages with client requirements, is advisable. If discrepancies are found, consider renegotiating the terms to align with client expectations.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance requirements is not present in the provided contract text. As the term is categorized as 'neutral,' its absence does not necessitate immediate changes. However, it is advisable to review the contract to ensure that insurance requirements are adequately addressed elsewhere, particularly if they are critical to the agreement's execution. If specific insurance requirements are necessary, consider negotiating their inclusion to align with industry standards and protect the interests of both parties. Additionally, ensure that any insurance requirements are clearly defined and include provisions for obtaining a Certificate of Insurance (COI) if applicable.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | Termination Rights |
| Matched Content | Notwithstanding any provision in the underlying services agreement, Company may immediately terminate this Agreement (and any associated agreements) upon written notice to Vendor if Vendor is in material breach of this Agreement and, in Company’s reasonable judgment, such breach cannot be cured or involves the unauthorized disclosure of sensitive data. If a breach is curable, Company may provide written notice to Vendor describing the breach, and if Vendor fails to cure the breach within 10 days (or a shorter period if reasonable under the circumstances) of receiving such notice, Company may terminate this Agreement for cause. In addition, Company shall have the right to terminate the Agreement immediately if Vendor experiences a data breach or security incident that, in Company’s assessment, poses significant risk to Company’s data or if Vendor violates any material term related to data security or HIPAA compliance. Vendor’s confidentiality, security, and HIPAA obligations shall survive any termination or expiration of this Agreement. |
The termination clause is comprehensive and allows the Company to terminate the agreement under various circumstances, including uncured breaches and significant data security risks. It aligns with the neutral categorization as it provides flexibility for the Company while ensuring Vendor's obligations continue post-termination. It is recommended to implement a system for tracking termination notices, such as a confirmation mechanism for receipt of notice, to ensure clarity and prevent disputes over whether proper notice was given.
Total Terms: 21
Score: 28.57
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying the Commonwealth of Massachusetts and the rejection of international conventions is not present in the provided contract text. It is recommended to include a governing law clause to ensure legal clarity and jurisdictional certainty. If Massachusetts law is beneficial, as indicated, it should be explicitly stated. Additionally, the rejection of the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods should be considered if applicable to the contract's scope. This will help in avoiding unintended legal implications. Engage with senior management to discuss and potentially renegotiate these terms for inclusion.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause stating the duration for which the agreement will remain in effect. It is advisable to include a clause that clearly defines the term of the agreement, specifying the start and end dates or conditions under which the agreement may be terminated. Additionally, implementing an aging function to alert when contracts are approaching expiration would be beneficial. This would allow for timely decisions regarding termination or renewal, ensuring continuity of service and compliance with contractual obligations.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding 'Key Service Provider Personnel' is not present in the provided contract text. It is recommended to include a clause that addresses the assignment and replacement of key personnel to ensure clarity and compliance with client expectations. This clause should specify the conditions under which personnel can be replaced, the process for client approval of replacements, and any associated costs for transitioning new personnel. Additionally, ensure that any such clause aligns with the overall service delivery and performance standards agreed upon in the contract.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specific termination clause that allows the Service Provider to terminate the agreement or any Statement of Work if the client fails to cure a material breach within thirty days after receiving written notice. It is recommended to include such a clause to provide the Service Provider with a clear mechanism to address breaches by the client. This inclusion would align with best practices by ensuring that the Service Provider has a defined recourse in the event of a material breach by the client. Additionally, consider implementing a system to alert the Service Provider when a client is late on payments or has defaulted, as well as when work products are not reviewed and approved within defined timeframes, to proactively manage potential breaches.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term clause is not present in the provided contract text. It is recommended to review the contract and ensure that clear payment terms are included to avoid potential disputes. Specifically, consider incorporating a clause that sets payment terms within 30 days of invoice receipt, as this is a common standard that helps maintain cash flow and financial predictability. Additionally, ensure that any payment terms are communicated to the Accounts Receivable department to facilitate timely processing.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | 3. Incident Reporting and Response |
| Matched Content | In the event of a confirmed breach of PHI or other legally protected data caused by Vendor, Vendor will bear responsibility for costs of required notifications, credit monitoring for affected individuals (if applicable), and reasonable mitigation efforts, except to the extent such breach was contributed to by Company’s own negligence or systems. |
The clause in question is indeed present and categorized as 'unacceptable' due to its potential financial implications for the Vendor. It mandates the Vendor to cover costs associated with data breaches, which could be substantial. It is recommended that the Vendor negotiates to limit its liability to breaches directly caused by its negligence or willful misconduct, and to include a cap on the financial responsibility. Additionally, the Vendor should ensure that its insurance coverage is adequate to cover such potential liabilities. Furthermore, the Vendor should implement comprehensive security awareness training for all employees and contractors to minimize the risk of breaches caused by human error.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Use of Subcontractors |
| Matched Content | If Vendor engages any subcontractor to perform any part of the services that involves access to Company’s sensitive information or systems, Vendor must obtain Company’s prior written approval. Approved subcontractors must agree in writing to the same obligations that Vendor has under this Agreement regarding data protection, confidentiality, and compliance. Vendor shall provide copies of relevant contract terms to Company upon request to verify compliance. Vendor remains responsible and liable for any actions of its subcontractors that, if done by Vendor, would constitute a breach of this Agreement. Vendor shall notify Company of any subcontractor data breach or security incident as if it were Vendor’s own incident, and work with the subcontractor and Company to respond and remediate effectively. |
The clause is acceptable as it includes the necessary provisions for obtaining prior written approval from the Company before engaging subcontractors. It also ensures that subcontractors are bound by the same obligations as the Vendor and that the Vendor remains liable for subcontractor actions. To enhance compliance and operational efficiency, it is recommended to establish a clear workflow or alert system for notifying the Company about subcontractor engagements and any related incidents. This will ensure timely communication and adherence to the contractual obligations.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified pricing clause is not present in the provided Vendor Security Agreement. As such, the contract can be categorized as 'acceptable' concerning the absence of the identified 'unacceptable' pricing term. It is recommended to review any associated documents, such as the Master Services Agreement or any Statements of Work, to ensure that pricing terms align with the company's strategic and financial interests. If long-term pricing stability is a concern, consider negotiating terms that allow for periodic review and adjustment based on market conditions or specific business needs.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and cost reimbursement is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' with respect to this particular clause. It is recommended to ensure that any insurance requirements are clearly outlined in the contract to avoid potential disputes. If such a clause is necessary, it should be drafted with explicit terms and conditions, ensuring that both parties agree on the insurance coverage limits and the process for handling any deficiencies in coverage.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. The contract appears to focus on compliance with security and confidentiality standards, data protection, incident reporting, audit rights, subcontractor use, HIPAA compliance, and termination and liability provisions. It is recommended to ensure that all service delivery teams are aware of and adhere to the outlined security and data protection obligations. Additionally, consider reviewing the contract for any other clauses that may impose significant obligations or liabilities on the Vendor, and ensure that these are communicated effectively to the relevant teams. Regular training and audits could be beneficial to maintain compliance and mitigate risks.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term 'Failure to Cure' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any other clauses that may be overreaching or potentially contentious, especially those related to payment terms and deliverables. Ensure that all clauses comply with applicable laws, such as those governing Time and Material work in the Commonwealth of Massachusetts, to avoid disputes. Consider consulting with legal counsel to confirm that all contractual obligations and remedies are clearly defined and enforceable.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' based on the absence of the unacceptable term. To further protect the vendor, it is advisable to include language addressing platform limitations, ensuring that any workarounds required due to such limitations do not result in additional costs to the vendor. This can be achieved by explicitly stating that any deficiencies arising from platform limitations will be addressed through mutual agreement on cost-sharing or alternative solutions.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding fee parity with other customers is not present in the provided contract text. As such, there is no immediate risk associated with this clause in the current agreement. However, it is advisable to remain vigilant for similar clauses in future agreements, particularly those that could impose pricing restrictions or conflicts with other contractual terms. If such a clause is proposed in future negotiations, consider the potential impact on pricing flexibility and the relationship with the client. Ensure that any pricing terms are clear and do not conflict with other provisions, such as price increase restrictions. Additionally, if the business relationship expands, negotiate terms that reflect the increased scope and value of services provided.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term regarding Supplier Existing IP and the associated licensing conditions is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' with respect to the absence of the specified unacceptable term. It is recommended to ensure that any intellectual property clauses in future agreements clearly define the rights and obligations related to existing IP to avoid potential disputes. Additionally, consider including a clause that allows the leveraging of existing IP with mutual consent to streamline service delivery.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Rejection and Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any similar clauses that may impose obligations on the Vendor regarding the correction of deficiencies in services or deliverables. If such clauses exist, ensure they align with the Vendor's operational capabilities and timelines. Additionally, consider negotiating specific terms that clearly define the acceptance criteria and cure periods to avoid potential disputes.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing is not present in the contract text. It is recommended to include a clause that clearly outlines the invoicing process, specifying that the Service Provider should send all invoices with references to the Agreement and relevant Purchase Order (PO) number to the attention of 'Accounts Payable' at a designated address. Additionally, ensure that there is a notification to Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address. This will help streamline the invoicing process and prevent any potential administrative issues.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the maintenance and protection of records by the Service Provider, as outlined in the prompt, is not present in the provided Vendor Security Agreement. However, the contract does contain clauses related to data protection and access control, which partially cover similar responsibilities. It is recommended to explicitly include a clause that addresses the ownership, secure storage, and access rights to records generated or obtained by the Vendor during service provision. This would ensure clarity and enforceability regarding the handling of such records. Additionally, ensure that the contract clearly defines the rights of the Company to access and obtain copies of these records, and restricts the transfer of records to third parties without prior written approval from the Company.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding record retention and destruction notification is not present in the provided Vendor Security Agreement. To ensure compliance with data retention policies and enhance the management of client records, it is recommended to consider incorporating a clause that addresses the retention period, conditions for record delivery or destruction, and notification requirements. This would align with best practices for data management and provide clear guidelines for both parties. Additionally, implementing a data retention flag and alert mechanism for each client contract, as suggested in the notes, would facilitate timely and compliant data destruction processes.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specific insurance clause as described in the prompt. It would be advisable to ensure that the Vendor Security Agreement includes a comprehensive insurance clause that mandates the Vendor to maintain appropriate insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage. This should be with financially sound and reputable insurers, and in amounts customary for well-insured companies in similar businesses. Additionally, the contract should require the Vendor to provide a Certificate of Insurance upon request and notify the Company of any material changes or cancellations in coverage. Implementing a process to request and verify Certificates of Insurance, as well as a mechanism to compare existing insurance policies with client requirements, would be beneficial. If discrepancies arise, consider renegotiating terms to ensure adequate coverage.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause requiring the supplier to maintain minimum limits of insurance is not present in the provided contract text. It is recommended to review the contract for any sections related to insurance requirements or to negotiate the inclusion of such a clause if it aligns with the parties' risk management strategies. Additionally, ensure that any insurance requirements are clearly outlined and that proof of insurance, such as a Certificate of Insurance (COI), is requested to verify compliance. This will help in aligning with industry best practices and ensuring that all parties are adequately protected against potential liabilities.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Termination and Liability |
| Matched Content | Company may terminate this Agreement (and any related services agreements) immediately upon written notice if Vendor materially breaches any of its obligations hereunder (including any confidentiality or security obligation) or if Vendor engages in conduct that in Company’s reasonable judgment poses an unacceptable risk to the security of Company’s information or systems. In all other cases, either party may terminate this Agreement for cause with 30 days’ written notice and opportunity to cure as provided in the Master Services Agreement. |
The clause is generally neutral as it allows for termination upon breach or with notice. It is recommended to implement a system for acknowledging receipt of termination notices, such as a checkbox confirmation upon receiving an email or mailed notice. This will ensure clarity and prevent disputes regarding the receipt of termination notices.
Total Terms: 31
Score: 41.94
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts is not present in the contract text. It is recommended to include a governing law clause that specifies the Commonwealth of Massachusetts as the jurisdiction to ensure it is beneficial to Verterim. Additionally, the contract should explicitly reject the application of the United Nations Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended. Consider renegotiating or obtaining explicit approval from senior management if another state's laws are proposed.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specific term 'This Agreement will remain in full force and effect until', which is considered beneficial for defining the contract's duration. It is recommended to include a clause specifying the contract's duration and any renewal or termination conditions to ensure clarity and enforceability. Additionally, implementing an aging function to alert parties when the contract is nearing expiration would be prudent, allowing for timely decisions regarding renewal or termination. Establishing a workflow for these actions would further enhance contract management efficiency.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified term regarding subcontracting with prior written consent from the client. It is recommended to include such a clause to ensure that any subcontracting is conducted transparently and with the client's oversight. This would align with best practices for managing subcontractor relationships and maintaining accountability. Additionally, defining a workflow or alert system for notifying the client about subcontractor involvement would enhance communication and compliance.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided contract text. To ensure compliance with the client's expectations and maintain operational efficiency, it is recommended to incorporate a clause that outlines the management and replacement of key personnel. This clause should include provisions for client approval of replacements, notification procedures, and any associated costs for onboarding new personnel. Additionally, ensure that the clause aligns with the overall service delivery objectives and contractual obligations.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific payment term clause described in the prompt is not present in the provided contract text. It is recommended to review the contract to ensure that clear payment terms are established, particularly regarding the timeframe for payment of invoices. If a 30-day payment term is desired, consider drafting a clause similar to the one described in the prompt to ensure clarity and alignment with the company's payment policies. Additionally, ensure that any payment terms are communicated to the Accounts Receivable department to facilitate compliance and financial planning.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Termination |
| Matched Content | Either party may terminate this Agreement (and any underlying service arrangement) for material breach by the other party, upon giving written notice describing the breach and allowing a 30-day period to cure the breach. If the breaching party fails to cure the breach within that cure period (or such longer period as the non-breaching party may allow in writing), the non-breaching party may terminate this Agreement by providing written notice of termination. |
The termination clause aligns with standard contractual practices, allowing either party to terminate the agreement for a material breach with a 30-day cure period. It is recommended to ensure that the triggers for a material breach are clearly defined in the contract to prevent disputes. Additionally, consider implementing a notification system to alert parties of potential breaches, such as late payments or failure to approve work products within specified timeframes, to facilitate timely resolution and compliance.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding pricing for services over a 24-month period is not present in the provided contract text. As such, the contract does not include the potentially harmful clause that would fix pricing for an extended period without flexibility for market changes. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that any future agreements include provisions that allow for periodic pricing reviews or adjustments based on market conditions to avoid potential financial disadvantages.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and reimbursement is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that all insurance requirements are clearly outlined in the agreement to avoid potential disputes. If insurance obligations are necessary for this engagement, consider drafting a specific clause detailing the requirements and responsibilities of both parties. Additionally, ensure that any insurance-related clauses align with the organization's risk management policies and are reviewed by senior management if they involve significant financial implications.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified unacceptable term. Therefore, it is categorized as 'acceptable'. It is advisable to ensure that all service level agreements and performance criteria are clearly defined and mutually agreed upon in writing to prevent any potential disputes. Additionally, the Service Delivery team should be alerted to ensure compliance with all statement of work (SOW) requirements outlined in the executed contract to maintain accountability and avoid any non-conformance issues.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Failure to Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that any termination or refund clauses in the contract comply with applicable laws, particularly regarding Time and Material work in the Commonwealth of Massachusetts. If such clauses are added in the future, they should be carefully drafted to avoid overreaching terms that could lead to disputes. Additionally, it is recommended to review the contract for any other clauses that may require compliance with local laws and industry standards.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' based on the absence of the unacceptable term. It is recommended to ensure that any future contracts include language addressing platform limitations to protect the vendor from incurring costs due to inherent platform deficiencies. Additionally, review the contract for any other terms that might inadvertently impose undue obligations on the vendor.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term regarding fee parity with other customers is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' concerning this specific issue. However, it is recommended to review the contract for any other clauses that might indirectly affect pricing or fee structures, such as those related to price increase restrictions, to ensure there are no conflicting terms. If the client is concerned about fee competitiveness, consider negotiating a clause that allows for periodic fee reviews or adjustments based on market conditions or service consumption levels.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which pertains to the use of Supplier Existing IP, is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' in this context. To enhance clarity and ensure mutual understanding, it is recommended that any future agreements involving the use of existing intellectual property explicitly state the terms under which such IP can be utilized. This includes obtaining express written consent from the client, if necessary, or modifying the agreement to allow the use of existing IP as part of the service delivery without additional consent. This approach will prevent potential disputes and ensure that both parties have a clear understanding of the IP usage rights.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified reimbursement clause, which is categorized as 'unacceptable'. Therefore, the contract is deemed acceptable in its current form. However, it is recommended to ensure that all parties are aware of their responsibilities regarding data breaches and to incorporate comprehensive security awareness training for all employees and contractors. This will help mitigate potential risks associated with data breaches and ensure compliance with data protection obligations.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Rejection and Cure' as described in the prompt is not present in the provided contract text. As such, the contract can be categorized as 'acceptable' with respect to this specific term. It is recommended to review the contract for any similar clauses that might affect the acceptance and correction process of deliverables. Additionally, ensure that the contract's terms align with the organization's operational capabilities and timelines, particularly regarding any review or cure periods that may be stipulated in other sections or future amendments.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding invoicing procedures is not present in the provided contract text. It is advisable to include a clause that clearly outlines the invoicing process, including the requirement for invoices to reference the Agreement and relevant Purchase Order (PO) number, and to be sent to the attention of 'Accounts Payable' at a specified address. This will ensure clarity in the billing process and prevent any potential disputes or delays in payment. Additionally, consider adding a notification requirement to Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the secure maintenance and access to records by the client is not present in the provided Vendor Security Agreement. However, the agreement does contain provisions related to data protection, confidentiality, and security incident response, which are crucial for maintaining the integrity and security of the Company's data. It is recommended to include a clause that explicitly addresses the ownership and access rights of the client to any records or data generated or obtained during the service provision. This would ensure clarity and enforceability regarding data ownership and access rights. Additionally, ensure that all data protection measures comply with applicable laws and industry standards to mitigate any potential legal risks.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding record retention and destruction is not present in the provided contract text. Given the nature of the Vendor Security Agreement, it may be beneficial to include a clause that explicitly addresses data retention and destruction policies to ensure compliance with applicable laws and regulations. This would align with best practices for data management and provide clear guidance for both parties. Additionally, implementing a data retention flag and alert mechanism, as noted, would enhance compliance and operational efficiency.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. Given the neutral categorization, there is no immediate concern regarding the absence of this clause. However, it is advisable to review the contract to ensure that all necessary insurance requirements are addressed elsewhere, particularly if the engagement involves any potential risks that could necessitate specific insurance coverage. Additionally, consider implementing a process for requesting Certificates of Insurance and defining existing insurance policy coverages to ensure compliance with client requirements. If future client engagements require additional coverage, be prepared to negotiate terms and update the contract accordingly.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the maintenance of minimum insurance limits is not present in the provided contract text. Given that the clause is categorized as neutral, its absence does not inherently affect the acceptability of the contract. However, if insurance requirements are a critical component of the engagement, it is advisable to include a clause specifying the necessary insurance coverages and limits. This can ensure both parties are aligned on the expectations and obligations regarding insurance, and it may be prudent to negotiate or redline the contract to incorporate these details. Additionally, consider whether a Certificate of Insurance (COI) should be requested to verify compliance with the insurance requirements.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term described in the prompt is not present in the provided contract text. However, the contract does contain a termination clause in Section 6, which allows for termination due to material breach with a 30-day cure period. It is recommended to ensure that the termination process is clearly communicated and documented, possibly by implementing a system to track receipt of termination notices, such as a confirmation checkbox for email or mail receipt. Additionally, consider reviewing the termination clause to ensure it aligns with the client's operational needs and legal requirements.
Service Provider will perform all Services in accordance with the applicable Statement of Work, (b) with requisite care, skill and diligence and (c) in accordance with all applicable laws, rules, regulations, orders and industry standards. If specified in a Statement of Work, Services will be rendered in accordance with
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. Given the neutral categorization of the term, its absence does not necessitate any immediate changes or concerns. However, it is advisable to ensure that any service agreements include clear language regarding the performance standards expected of the service provider, such as adherence to applicable laws and industry standards, to mitigate potential risks. If aligning with a specific framework or process is important for the services rendered, consider incorporating language that explicitly references such frameworks to ensure clarity and enforceability.
Without limiting any existing confidentiality obligations between the Parties as of the Effective Date, this Agreement, together with the attached Appendix A and any fully-signed Statements of Work, each of which are incorporated into this Agreement by reference, constitute the entire agreement between the Parties with respect to the specific subject matter of this Agreement, and all prior agreements, oral or written, with respect to such subject matter are superseded. If there is any conflict, discrepancy or inconsistency between the terms contained in the body of this Agreement and any Statement of Work, the terms set forth in the body of this Agreement will govern, control, and take precedence. No provision included in any purchase order, quotation, invoice or other communication between the Parties that is different than, in conflict with or in addition to any provision of this Agreement (including any Statement of Work) shall have any force or effect and each Party hereby gives notice of its objection to any such proposed additional, different or conflicting provision.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term specified in the prompt is not present in the provided contract text. However, the contract does contain an 'Entire Agreement' clause under Section 8(c) that serves a similar purpose by stating that the agreement constitutes the entire agreement between the parties and supersedes all prior discussions or agreements. It is recommended to review any referenced documents, such as Appendix A or Statements of Work, to ensure they align with the main agreement and do not introduce conflicting terms. Additionally, ensure that any amendments or modifications to the agreement are documented in writing and signed by both parties, as stipulated in Section 8(d).
All invoices submitted by Supplier must identify the Purchase Order number of the Purchase Order under which <client> authorized the applicable Fees. If the Statement of Work expressly states that the Fees will be calculated on a time and materials basis, the invoice must also set forth the following information: (i) the names of Supplier’s Personnel who performed work under the Statement of Work; (ii) documentation of the expenses of each of its Personnel, with receipts; (iii) for each of its Personnel, the number of hours worked (which for the avoidance of doubt, excludes time for lunch) and a description of the work performed; (iv) the hourly rate of each individual; and (v) any other information reasonably requested by <client> or as may be requested in the Purchase Order. <client> shall be responsible for the payment of all taxes in connection with this Agreement that are legally required to be paid by <client>, and not for any taxes based on Supplier’s income or taxes that are not legally required to be paid by <client>. If <client> is required to withhold taxes from any payments due to Supplier, then <client> will forward any withholding receipts to Supplier at [address/email address]. <client> shall be entitled to return incomplete invoices unpaid.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified invoicing clause is not present in the provided contract text. It is recommended to review the contract to ensure that all necessary invoicing details are clearly outlined, particularly if the engagement involves time and materials billing. This will help prevent any potential disputes or misunderstandings regarding payment obligations. Additionally, consider implementing a workflow for invoicing processes to align with the agreed-upon contract terms and ensure compliance with the invoicing requirements. If the clause is intended to be part of the agreement, it should be added explicitly to avoid any ambiguity.
If <client> wishes to dispute any of the Fees invoiced by Supplier, no later than thirty (30) days from receipt of the invoice in question, <client> shall notify Supplier of the amount in dispute and the basis of such dispute. Upon receipt of notice from <client>, Supplier shall work with <client> in good faith to promptly resolve the dispute on Fees. With respect to disputed Fees, <client> shall pay the resolved amount within thirty (30) days following mutual written resolution of the dispute by the Parties. <client> shall not be in default of its obligation to pay the invoice while the dispute remains unresolved.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the dispute of fees and resetting the payment terms is not present in the provided Vendor Security Agreement. Given the neutral categorization of the term, its absence does not render the contract unacceptable. However, if the ability to dispute fees and reset payment terms is important for the parties involved, it is advisable to incorporate a similar clause into the agreement. This would ensure clarity on the process for disputing fees and the implications for payment timelines, thereby reducing potential conflicts or misunderstandings. Consider drafting a clause that specifies the procedure for notifying disputes, the timeline for resolution, and the adjusted payment terms post-resolution.
Acceptance Testing. Customer has the right to inspect, review, test and otherwise evaluate the Services or Deliverables after delivery for compliance with the applicable Acceptance Criteria. Such inspection and testing will be performed within the Acceptance Period in order to identify and resolve all errors, defects, and nonconformities with the Services or Deliverables. Upon completion of such evaluation, Customer will issue to Supplier a notice of Acceptance or rejection of the Services or Deliverables. Customer’s failure to reject the Services and/or Deliverables within the Acceptance Period will constitute Customer’s rejection of the applicable Services and/or Deliverables. The Acceptance Criteria and the Acceptance Period may be defined within each Statement of Work. In the event no Acceptance Criteria and/or Acceptance Period is defined in the Statement of Work, this MSA shall prevail.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified 'Acceptance Testing' clause. If acceptance testing is relevant to the services provided under this agreement, it is advisable to include a clause that clearly defines the acceptance criteria and acceptance period. This will ensure both parties have a mutual understanding of the evaluation process for deliverables. Additionally, specifying a timeframe for the acceptance period will prevent potential disputes and enhance the enforceability of the contract. Consider consulting with legal counsel to draft a suitable acceptance testing clause tailored to the specific needs of this agreement.
it shall comply with all descriptions and specifications set forth in each Statement of Work (including performance capabilities, accuracy, completeness, uniformity, characteristics, configurations, standards, functions and requirements) and will use individuals with suitable training, education, experience, and skill to fulfill its obligations under a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the contract text. As the term is categorized as 'neutral,' its absence does not necessitate any changes to the contract. However, it is advisable to ensure that all Statements of Work associated with this agreement clearly outline the performance capabilities, accuracy, completeness, uniformity, characteristics, configurations, standards, functions, and requirements expected of the Vendor. Additionally, it should be ensured that the Vendor employs individuals with suitable training, education, experience, and skill to fulfill its obligations under any Statement of Work. This will help maintain the quality and reliability of the services provided.
it has the skills, qualifications and experience necessary to perform its obligations under this Agreement and Supplier shall devote all the necessary time and attention for the proper performance of its obligations set out in a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the skills, qualifications, and experience necessary to perform obligations, as well as the devotion of necessary time and attention, is not present in the provided contract text. Given that the term is categorized as 'neutral,' its absence does not necessitate immediate concern. However, if ensuring that the Vendor possesses the requisite skills and dedicates appropriate resources is a priority for the Company, it may be beneficial to incorporate a similar clause. This could enhance clarity regarding the Vendor's obligations and ensure alignment with the Company's expectations. Consider drafting a clause that explicitly outlines these requirements and including it in the agreement to mitigate any potential risks related to performance quality.
it shall comply with all Applicable Law in the performance of its obligations under this Agreement (including, but not limited to, all applicable anti-corruption and discrimination in employment laws, rules, regulations, legislation or conventions and in connection with its sole obligation to withhold and report taxes on payments made to its Personnel, and make payments into pension schemes, social security plans, or similar arrangements for the benefit of its employees);
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not explicitly include the term regarding compliance with all Applicable Law, including anti-corruption and discrimination in employment laws. It is advisable to incorporate such a clause to ensure both parties are legally obligated to adhere to these important legal standards. This inclusion would mitigate potential legal risks and align with best practices for comprehensive legal compliance in contractual agreements. Consider adding a clause that explicitly states the obligation to comply with all relevant laws, including those related to anti-corruption and employment discrimination, to enhance the contract's robustness.
it has obtained, or will obtain, any and all permits, licenses and/or governmental or third party consents, approvals or assignments in a timely manner which are required in connection with the performance of this Agreement by Supplier or in order to enable Supplier to provide and Customer to use any Services and/or Deliverables performed or delivered, as the case may be, under this Agreement;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding the obtaining of permits, licenses, and consents is not present in the provided contract text. While the clause is categorized as 'neutral,' it is common language that should be reviewed and included in contracts where applicable, particularly when the performance of services or delivery of goods may be contingent upon such approvals. It is recommended to assess whether the inclusion of this clause is necessary for the specific context of this agreement, especially if regulatory compliance or third-party approvals are relevant to the vendor's obligations. If applicable, consider drafting a clause that clearly outlines the responsibilities of the Vendor in securing necessary permits and approvals to ensure compliance and mitigate potential legal risks.
Suppliers must immediately notify <client> (security.response@<client security email address>.com / privacy@<client security email address>.com) if they know, discover or reasonably believe that there has been a Data Security Breach. In the event of a Data Security Breach, Suppliers will:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding immediate notification to the client in the event of a data security breach, with specified contact details, is not present in the provided contract text. It is recommended to include a clause that clearly outlines the notification process and specifies contact details for incident response. This will ensure that there is a documented method for incident response notification, aligning with best practices for data security management. Additionally, maintaining a record of unique requirements and contact details for each client is advisable to streamline incident response procedures.
Total Terms: 31
Score: 41.94
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying the Commonwealth of Massachusetts is not present in the provided contract text. It is recommended to include a governing law clause to ensure clarity on which jurisdiction's laws will apply to the agreement. If Massachusetts is beneficial to Verterim, efforts should be made to negotiate its inclusion. Additionally, ensure that any references to international sale of goods conventions are addressed separately if applicable to the contract's context.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause stating 'This Agreement will remain in full force and effect until...'. It is recommended to include a clear termination or duration clause to define the timeframe the contract remains in effect. This will help in managing contract renewals or terminations effectively. Additionally, implementing an aging function to alert when contracts are within 6 months of expiration is advisable. This will allow proactive management of contract renewals or terminations, ensuring continuity of service or orderly wind-down as necessary.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided Vendor Security Agreement. To ensure compliance with client expectations and maintain service quality, it is recommended to include a clause similar to the one described, which outlines the assignment and replacement of key personnel. This should include conditions for personnel unavailability, client satisfaction, and client approval of replacements. Additionally, consider defining any costs associated with onboarding new personnel to avoid potential disputes. Ensure that the clause aligns with the overall objectives and operational requirements of both parties.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific termination clause referenced in the prompt is not present in the provided contract text. It is recommended to include a termination clause that clearly outlines the conditions under which the Service Provider may terminate the agreement, particularly in cases of material breach by the client. This clause should specify the notice period and the opportunity for the client to cure the breach, ensuring clarity and enforceability. Additionally, consider implementing mechanisms to monitor client compliance with payment and other contractual obligations to proactively address potential breaches.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific payment term clause requiring payment within thirty (30) days of receipt of the invoice is not present in the provided contract text. It is recommended to include such a clause to ensure clear payment terms and timelines, which can help avoid disputes and ensure timely payments. Additionally, consider implementing a method to highlight all payment terms exceeding 30 days and ensure this information is communicated to Accounts Receivable.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Section 5. Use of Subcontractors |
| Matched Content | Vendor shall not subcontract any portion of the services involving access to Company’s sensitive data unless the subcontractor agrees in writing to comply with the same security standards and obligations imposed on Vendor under this Agreement. Vendor must obtain Company’s prior written consent before using any significant subcontractor to perform services under this Agreement, particularly if the subcontractor will handle PHI or other highly sensitive data. Vendor shall periodically audit its subcontractors for compliance with the data protection requirements and remain liable for any acts or omissions of subcontractors that result in a breach of this Agreement. Vendor will provide information about its subcontractors to Company upon reasonable request and notify Company of any intended changes to subcontractors that materially affect data security. |
The clause is acceptable as it aligns with the requirement for prior written consent and liability retention by the Vendor. It is recommended to define a workflow or alert system for notifying the Company about subcontractor engagement and any changes that may affect data security. Additionally, ensure that all subcontractors are periodically audited for compliance with data protection requirements.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific pricing clause described in the prompt is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' with respect to the absence of the described 'unacceptable' pricing clause. It is recommended to review the contract for any other potentially unfavorable terms or clauses that may affect the interests of the parties involved. Additionally, ensure that any pricing terms included in the contract are clear, fair, and allow for necessary adjustments based on market conditions or mutual agreement.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and cost reimbursement by the Supplier is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to review the contract for any other potentially unacceptable clauses and ensure all terms align with the organization's risk management and compliance policies. If insurance obligations are a concern, consider negotiating specific terms to address this directly in the contract.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term in question is not present in the provided contract text. The contract primarily focuses on data protection, security requirements, and breach response protocols. Given the absence of the term, the contract does not contain the potentially harmful clause that allows the client to seek remediation for non-conforming work at the service provider's cost. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that all service delivery teams are aware of and comply with the outlined security and data protection requirements, as these are critical to maintaining compliance and avoiding breaches. Additionally, regular audits and reviews should be conducted to ensure ongoing adherence to these standards.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Failure to Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract does not contain the specific clause that could be considered overreaching in the context of Time and Material work in the Commonwealth of Massachusetts. It is advisable to ensure that any future contracts or amendments do not include such clauses without careful consideration of the jurisdictional requirements and the nature of the work being contracted. If similar terms are to be included, they should be clearly defined and negotiated to align with local laws and industry standards.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term related to 'Minor Deficiency Correction' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any clauses that might indirectly impose similar obligations on the Vendor, particularly those that could lead to unexpected costs due to platform limitations. It is recommended to include explicit language addressing platform limitations to protect the Vendor from incurring costs due to inherent platform constraints. Additionally, ensure that all clauses are aligned with the Vendor's capabilities and that any obligations to correct deficiencies are clearly defined and agreed upon by both parties.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding fee parity with other customers is not present in the provided Vendor Security Agreement. Therefore, the contract does not currently impose the risk associated with guaranteeing the lowest fees to the client compared to other customers. It is advisable to ensure that any future amendments or related contracts are reviewed for similar clauses, especially if there are concerns about price increase restrictions or competitive pricing terms. If such a clause were to be considered in the future, careful negotiation and drafting would be necessary to avoid conflicts with other pricing terms and to maintain flexibility in fee adjustments based on service consumption growth.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term regarding the use of Supplier Existing IP and the requirement for express written consent from the client is not present in the provided Vendor Security Agreement. As such, the contract is categorized as 'acceptable' in this context. However, if the Vendor intends to leverage its existing IP in the delivery of services, it is advisable to negotiate and include a clause that allows for the use of such IP without the need for explicit consent each time. This could streamline operations and reduce administrative burdens. The contract should be reviewed to ensure that all necessary IP rights and permissions are clearly articulated to avoid potential disputes.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding reimbursement for reasonable expenses incurred due to a data breach caused by acts or omissions of the vendor or its subcontractors is not present in the provided contract text. To ensure comprehensive protection and clarity, it is recommended to include a clause that explicitly addresses the reimbursement of such expenses. This should cover costs related to investigating the breach, notifying affected individuals, and providing necessary support, such as credit monitoring. Additionally, it is advisable to inform the Service Delivery team of the potential for such liabilities and incorporate this into Security Awareness Training for all employees and contractors to mitigate risks associated with data breaches.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The 'Rejection and Cure' clause is not present in the provided contract text. Therefore, the contract does not currently impose a specific cure period for deficiencies in services or deliverables. If such a clause is deemed necessary, it should be drafted and negotiated to ensure both parties agree on acceptable timeframes for addressing deficiencies. Consider discussing with the Vendor the inclusion of a clause that clearly defines the acceptance criteria and cure periods to prevent potential disputes. Additionally, ensure that any added clause aligns with the overall contractual obligations and does not conflict with existing terms.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term regarding invoicing procedures is not present in the provided contract text. It is advisable to include a clause that specifies the invoicing process, including the requirement for invoices to reference the Agreement and relevant Purchase Order (PO) number, and to be sent to the attention of 'Accounts Payable' at a specified address. Additionally, ensure there is a notification mechanism to Accounts Receivable to verify that all invoices contain the necessary references and are directed to the correct address. This will help streamline the invoicing process and prevent potential administrative issues.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding the secure maintenance and access to records by the Service Provider is not present in the provided Vendor Security Agreement. However, the Agreement contains comprehensive data protection and security requirements that cover similar aspects, such as data storage, access controls, and compliance with security standards. It is recommended to ensure that the Agreement explicitly addresses the client's ownership of records and their right to access and obtain copies of such records, as well as restrictions on transferring records to third parties without client approval. This would align with best practices for data management and client rights. Additionally, consider reviewing the Agreement to confirm that all client-specific data handling requirements are adequately covered.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the retention and destruction of records as described in the prompt is not present in the provided contract text. It is recommended to review the contract to ensure that data retention and destruction policies are clearly defined, especially considering the sensitive nature of the data involved. Implementing a data retention flag and an alert mechanism for data destruction, as suggested in the notes, would be beneficial to ensure compliance with data retention requirements and to facilitate timely data destruction when permissible. Additionally, ensure that any data retention policies comply with applicable laws and regulations, and consider including a clause that addresses these requirements explicitly in the contract.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided Vendor Security Agreement. Given that the clause is categorized as neutral, its absence does not necessitate immediate action. However, it is advisable to ensure that the Vendor Security Agreement includes comprehensive insurance requirements to protect the interests of the Company. Consider incorporating a clause that mandates the Vendor to maintain appropriate insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage. Additionally, establish a process for obtaining a Certificate of Insurance upon request and ensure that any changes in coverage are communicated in advance. This will align with best practices and provide a safeguard against potential liabilities.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding 'Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:' is not present in the provided contract text. It is recommended to review the contract for any insurance-related clauses that may be present under different wording. If insurance requirements are critical, consider negotiating the inclusion of a specific clause detailing the insurance obligations, including the provision of a Certificate of Insurance (COI) to ensure compliance and reduce risk. Additionally, ensure that any insurance requirements align with industry standards and the specific needs of the Company.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Section 7: Termination |
| Matched Content | In addition to any termination rights in the underlying service contract, Company may terminate this Agreement immediately upon written notice to Vendor if Vendor breaches any material aspect of this Agreement’s data protection requirements or suffers a serious security incident involving Company’s data. If Company deems a breach by Vendor to be potentially curable, Company may provide notice of the breach with a short cure period (e.g., 15 days) for Vendor to implement a satisfactory cure. However, Company is not obligated to provide a cure period for breaches that have already compromised Company’s data or indicate a willful or repeated neglect of security obligations. A breach of any of the explicit security controls set forth in Section 1 (unless promptly remedied) shall be considered a material breach that may result in immediate termination. In the event of termination, Vendor shall cooperate in the secure transition or return of Company’s data and the orderly wind-down of services, as directed by Company. Vendor’s confidentiality, data protection, and HIPAA compliance obligations shall survive termination. |
The clause provides the Company with the right to terminate the agreement immediately upon a material breach, which aligns with the neutral stance of the term provided. However, it is recommended to implement a notification system to alert relevant parties of a contract termination notice, as suggested in the notes. This could be achieved through a digital acknowledgment system, such as a checkbox confirmation upon receipt of an email or mailed notice, ensuring that all parties are promptly informed and can take necessary actions.
Service Provider will perform all Services in accordance with the applicable Statement of Work, (b) with requisite care, skill and diligence and (c) in accordance with all applicable laws, rules, regulations, orders and industry standards. If specified in a Statement of Work, Services will be rendered in accordance with
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding the performance of services with requisite care, skill, and diligence, and in accordance with all applicable laws and industry standards, is not present in the provided contract text. While the contract includes comprehensive data protection and security requirements, it may be beneficial to explicitly include a clause that mandates the Vendor to perform services with the requisite care, skill, and diligence to ensure the quality and reliability of the services provided. This could align with industry best practices and provide additional assurance to the Company regarding the Vendor's obligations. Consider reviewing the Statement of Work (SOW) or other related documents to ensure these expectations are clearly articulated. Additionally, ensure that any frameworks or processes that align with skill and diligence language are highlighted to reinforce the Vendor's commitment to high standards of service delivery.
Without limiting any existing confidentiality obligations between the Parties as of the Effective Date, this Agreement, together with the attached Appendix A and any fully-signed Statements of Work, each of which are incorporated into this Agreement by reference, constitute the entire agreement between the Parties with respect to the specific subject matter of this Agreement, and all prior agreements, oral or written, with respect to such subject matter are superseded. If there is any conflict, discrepancy or inconsistency between the terms contained in the body of this Agreement and any Statement of Work, the terms set forth in the body of this Agreement will govern, control, and take precedence. No provision included in any purchase order, quotation, invoice or other communication between the Parties that is different than, in conflict with or in addition to any provision of this Agreement (including any Statement of Work) shall have any force or effect and each Party hereby gives notice of its objection to any such proposed additional, different or conflicting provision.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the precedence of terms between the agreement, Appendix A, and any Statement of Work is not present in the provided contract text. It is advisable to ensure that any references to additional documents, such as Appendix A or Statements of Work, are clearly incorporated and reviewed as part of the contract. This will help prevent any potential conflicts or ambiguities in the interpretation of the agreement. Additionally, ensure that any such documents are attached and signed as part of the contract to maintain enforceability and clarity.
All invoices submitted by Supplier must identify the Purchase Order number of the Purchase Order under which <client> authorized the applicable Fees. If the Statement of Work expressly states that the Fees will be calculated on a time and materials basis, the invoice must also set forth the following information: (i) the names of Supplier’s Personnel who performed work under the Statement of Work; (ii) documentation of the expenses of each of its Personnel, with receipts; (iii) for each of its Personnel, the number of hours worked (which for the avoidance of doubt, excludes time for lunch) and a description of the work performed; (iv) the hourly rate of each individual; and (v) any other information reasonably requested by <client> or as may be requested in the Purchase Order. <client> shall be responsible for the payment of all taxes in connection with this Agreement that are legally required to be paid by <client>, and not for any taxes based on Supplier’s income or taxes that are not legally required to be paid by <client>. If <client> is required to withhold taxes from any payments due to Supplier, then <client> will forward any withholding receipts to Supplier at [address/email address]. <client> shall be entitled to return incomplete invoices unpaid.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified invoicing clause is not present in the provided Vendor Security Agreement. It is recommended to ensure that the invoicing requirements are clearly outlined in a separate agreement or addendum if they are relevant to the contractual relationship. Additionally, ensure that any invoicing and tax-related obligations are clearly communicated to the Accounts Receivable team during onboarding to facilitate compliance with agreed terms. Establishing a workflow for processing invoices in accordance with the agreed contract terms would be beneficial.
If <client> wishes to dispute any of the Fees invoiced by Supplier, no later than thirty (30) days from receipt of the invoice in question, <client> shall notify Supplier of the amount in dispute and the basis of such dispute. Upon receipt of notice from <client>, Supplier shall work with <client> in good faith to promptly resolve the dispute on Fees. With respect to disputed Fees, <client> shall pay the resolved amount within thirty (30) days following mutual written resolution of the dispute by the Parties. <client> shall not be in default of its obligation to pay the invoice while the dispute remains unresolved.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the dispute of fees within thirty (30) days and the subsequent resolution process is not present in the provided contract text. Given that the term is categorized as 'neutral,' its absence does not necessitate categorization as 'unacceptable.' However, if the ability to dispute fees and reset payment terms is important for the parties involved, it is recommended to incorporate a similar clause into the contract to ensure clarity and mutual understanding. This would involve specifying the process for disputing fees, the timeline for resolution, and the implications for payment obligations during the dispute period.
Acceptance Testing. Customer has the right to inspect, review, test and otherwise evaluate the Services or Deliverables after delivery for compliance with the applicable Acceptance Criteria. Such inspection and testing will be performed within the Acceptance Period in order to identify and resolve all errors, defects, and nonconformities with the Services or Deliverables. Upon completion of such evaluation, Customer will issue to Supplier a notice of Acceptance or rejection of the Services or Deliverables. Customer’s failure to reject the Services and/or Deliverables within the Acceptance Period will constitute Customer’s rejection of the applicable Services and/or Deliverables. The Acceptance Criteria and the Acceptance Period may be defined within each Statement of Work. In the event no Acceptance Criteria and/or Acceptance Period is defined in the Statement of Work, this MSA shall prevail.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term related to 'Acceptance Testing' is not present in the provided contract text. Given the neutral categorization of the term, there is no immediate action required. However, if acceptance testing is relevant to the services provided under this agreement, it may be beneficial to include a clause specifying the acceptance criteria and period to ensure clarity and mutual understanding between the parties. This can prevent potential disputes regarding the quality and conformity of deliverables.
it shall comply with all descriptions and specifications set forth in each Statement of Work (including performance capabilities, accuracy, completeness, uniformity, characteristics, configurations, standards, functions and requirements) and will use individuals with suitable training, education, experience, and skill to fulfill its obligations under a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding compliance with descriptions and specifications set forth in each Statement of Work, including the use of suitably trained individuals, is not explicitly present in the provided contract text. However, the contract does contain comprehensive security and compliance obligations. It is recommended to ensure that any Statements of Work associated with this Vendor Security Agreement explicitly incorporate such terms to ensure clarity and enforceability. Additionally, consider reviewing the contract for alignment with any relevant frameworks or standards that may not be explicitly stated but are implied, to avoid any potential ambiguities.
it has the skills, qualifications and experience necessary to perform its obligations under this Agreement and Supplier shall devote all the necessary time and attention for the proper performance of its obligations set out in a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'it has the skills, qualifications and experience necessary to perform its obligations under this Agreement and Supplier shall devote all the necessary time and attention for the proper performance of its obligations set out in a Statement of Work;' is not present in the provided contract text. Since the term is categorized as 'neutral', its absence does not necessitate any immediate action. However, it may be beneficial to ensure that similar obligations regarding skills, qualifications, and diligence are adequately covered elsewhere in the agreement to mitigate any potential risks related to performance expectations. Consider reviewing the contract to confirm that all parties' responsibilities and performance standards are clearly defined and understood.
it shall comply with all Applicable Law in the performance of its obligations under this Agreement (including, but not limited to, all applicable anti-corruption and discrimination in employment laws, rules, regulations, legislation or conventions and in connection with its sole obligation to withhold and report taxes on payments made to its Personnel, and make payments into pension schemes, social security plans, or similar arrangements for the benefit of its employees);
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not explicitly contain the clause stating compliance with all applicable laws, including anti-corruption and discrimination laws, as outlined in the prompt. It is advisable to include such a clause to ensure comprehensive legal compliance and mitigate risks associated with non-compliance. This is common language and should be reviewed and included in all contracts to strengthen the legal framework and obligations of the parties involved.
it has obtained, or will obtain, any and all permits, licenses and/or governmental or third party consents, approvals or assignments in a timely manner which are required in connection with the performance of this Agreement by Supplier or in order to enable Supplier to provide and Customer to use any Services and/or Deliverables performed or delivered, as the case may be, under this Agreement;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the obtaining of permits, licenses, and consents is not present in the provided contract text. However, this is common language and should be reviewed and included in all contracts to ensure that the Vendor is obligated to secure all necessary authorizations for compliance and performance under the Agreement. It is recommended to include a clause that explicitly requires the Vendor to obtain all necessary permits, licenses, and approvals in a timely manner to prevent any legal or operational issues. Additionally, ensure that such a clause aligns with the overall compliance and regulatory requirements applicable to the services being provided.
Suppliers must immediately notify <client> (security.response@<client security email address>.com / privacy@<client security email address>.com) if they know, discover or reasonably believe that there has been a Data Security Breach. In the event of a Data Security Breach, Suppliers will:
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Incident Reporting and Breach Response |
| Matched Content | Vendor shall notify Company immediately (without unreasonable delay) and no later than 24 hours after discovering any security breach or cybersecurity incident that results in unauthorized access to or loss of Company’s data. Such notice shall include, to the extent known at the time: a description of the nature of the incident, the likely affected data, the identities or number of impacted individuals (if applicable), and steps taken by Vendor to contain and investigate the breach. Vendor shall provide regular updates to Company as more information is gathered, and deliver a written incident report upon conclusion of the investigation. Additionally, Vendor will: (a) promptly take all necessary steps to mitigate harm and prevent further unauthorized access (such as shutting down compromised systems, revoking credentials, etc.); (b) cooperate fully with Company’s investigation and any forensic analysis; (c) assist Company with any notifications that Company deems necessary to regulators or affected individuals (including providing relevant information and reasonable assistance); and (d) take corrective actions to prevent a recurrence, including addressing any deficiencies in Vendor’s security measures. Any breach of unsecured PHI shall be handled in compliance with the HIPAA Breach Notification Rule and any other applicable laws, with Vendor providing information and support so that Company may meet its notification obligations. |
The clause effectively outlines the notification process and the responsibilities of the Vendor in the event of a data breach. It is advisable to ensure that the contact details for notification are clearly specified and kept up-to-date to facilitate prompt communication. Additionally, documenting these requirements and contact details for each client, as noted, will enhance the incident response process. Consider implementing a centralized system for managing these details to ensure consistency and accessibility across different agreements.
Total Terms: 21
Score: 38.1
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts and the rejection of the UN Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods is not present in the provided contract text. It is recommended to include such a clause to ensure clarity on the governing law and to explicitly reject international conventions that may not be applicable or beneficial. If Massachusetts law is beneficial to Verterim, consider negotiating to include this jurisdiction as the governing law. Additionally, ensure that the clause is clearly separated and distinct for easy identification and reference.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause stating 'This Agreement will remain in full force and effect until...' which defines the timeframe the contract remains in effect. It is recommended to include such a clause to clearly establish the duration of the agreement and ensure both parties are aware of the contract's validity period. Additionally, implementing an aging function to alert parties when contracts are within six months of expiration would be beneficial. This would allow for timely decision-making regarding termination or renewal and ensure continuity of services or compliance with any necessary legal obligations. Establishing a workflow for both termination and renewal processes is advisable to streamline actions and maintain contractual obligations.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided contract text. To ensure compliance and clarity, it is recommended to include a clause that addresses the assignment and replacement of key personnel, especially if the service involves critical or specialized roles. This clause should outline the conditions under which personnel can be replaced, the client's right to approve replacements, and any associated costs for onboarding new personnel. Additionally, ensure that the client is notified and their approval is sought for any replacements to maintain transparency and satisfaction.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term clause is not present in the provided contract text. It is recommended to include a clear payment term clause to ensure both parties have a mutual understanding of the payment obligations and timelines. This clause should ideally specify that the client shall pay all undisputed fees within a set period, such as 30 days, upon receipt of an invoice. Additionally, ensure that all payment terms are communicated to the Accounts Receivable department to facilitate timely processing and compliance with the contract terms.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding fee parity with other customers is not present in the provided contract text. Therefore, the contract does not currently impose the risk associated with guaranteeing the lowest fees to the client. However, if such a clause were to be considered for inclusion, it would be advisable to negotiate terms that allow for flexibility in pricing based on the evolving relationship and service consumption levels. Additionally, attention should be paid to any existing clauses related to price increase restrictions to avoid potential conflicts. It is recommended to ensure that any pricing terms are clear, balanced, and do not inadvertently limit the Vendor's ability to adjust pricing in response to market conditions or changes in service scope.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | 4. Use of Subcontractors |
| Matched Content | Vendor may engage subcontractors to assist in delivering the services, provided that Vendor remains responsible for all work performed by such subcontractors. If any subcontractor will have access to Company’s sensitive data (including PHI), Vendor shall notify Company in advance. Vendor shall ensure that all subcontractors who handle Company data are bound in writing to the same obligations regarding data protection, confidentiality, and (where applicable) HIPAA compliance that Vendor has agreed to under this Agreement. Vendor will utilize commercially reasonable diligence in selecting and overseeing subcontractors to ensure they maintain appropriate security measures. Company may require Vendor to replace a subcontractor that Company has reasonably determined poses an undue risk to Company’s data, in which case Vendor shall promptly transition to an alternative solution or subcontractor acceptable to Company. |
The clause is acceptable as it allows the use of subcontractors with the condition of notifying the client and ensuring subcontractors adhere to the same obligations. It is recommended to define a workflow or alert system for the notification process to ensure compliance and timely communication with the client. Additionally, consider specifying the form of notification (e.g., written, electronic) to avoid potential disputes.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Termination |
| Matched Content | Either party may terminate this Agreement (and any related services agreement) for cause if the other party materially breaches any obligation under this Agreement and fails to cure the breach within 30 days after receiving written notice describing the breach. If such breach is not curable or involves a serious violation of data protection obligations, the non-breaching party may terminate this Agreement immediately upon notice. Additionally, Company may terminate this Agreement immediately upon written notice if required to do so by law or regulation (for example, if continued engagement with Vendor would violate HIPAA or other applicable laws due to Vendor’s acts or omissions). Upon termination or expiration of this Agreement, Vendor shall return or securely destroy all Company data (including all PHI) in its possession, and certify to Company that it has done so, except to the extent retention is required by law. Termination of this Agreement shall not relieve Vendor from its ongoing duties of confidentiality and data protection with respect to information obtained during the term of the Agreement. |
The termination clause is acceptable as it provides a clear mechanism for either party to terminate the agreement in the event of a material breach that is not cured within 30 days. It also allows for immediate termination in cases of serious violations, which is beneficial for protecting sensitive data. To enhance the clause, consider specifying examples of material breaches, such as failure to make timely payments or not adhering to data protection standards. Additionally, implementing an alert system for potential breaches, such as late payments, could proactively address issues before they escalate to termination.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding pricing for services over a 24-month period is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. If there are concerns about pricing stability or flexibility, it is advisable to review the contract for any other pricing-related clauses or consider negotiating terms that allow for periodic pricing adjustments based on market conditions. Additionally, ensure that any long-term commitments align with strategic goals and have appropriate approvals from senior management.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding insurance obligations and the potential for the customer to obtain coverage and charge the supplier is not present in the provided contract text. As such, there is no immediate action required concerning this clause. However, it is advisable to review the contract comprehensively to ensure that all insurance-related obligations are clearly defined and agreed upon by both parties. If the clause is deemed necessary for inclusion, it should be drafted with clear terms and conditions, and subject to review and approval by senior management to ensure alignment with organizational risk management policies.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding service non-conformance and remediation options is not present in the contract text. As such, the contract is categorized as 'acceptable' under the given criteria. It is recommended to ensure that all service agreements clearly outline the responsibilities and remedies related to service performance to avoid potential disputes. Additionally, Service Delivery should be alerted to ensure compliance with all statement of work (SOW) requirements outlined in executed contracts. Regular reviews of contract terms can help maintain alignment with business objectives and legal standards.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified 'Failure to Cure' clause is not present in the provided contract text. Therefore, the contract does not contain the potentially overreaching terms that would allow the Customer to receive a refund for all work associated with a non-conforming deliverable. As such, the contract is acceptable in this regard. It is advisable to review the contract for any other clauses that may similarly impact payment obligations or deliverable acceptance, especially in jurisdictions like the Commonwealth of Massachusetts where Time and Material work is required to be paid regardless of deliverable status. Ensure that all terms align with local laws and industry standards.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Minor Deficiency Correction' is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any clauses that might indirectly impose similar obligations on the Vendor, especially concerning platform limitations. To better protect the Vendor, consider including language that addresses platform limitations and specifies the circumstances under which the Vendor would be responsible for correcting deficiencies or developing workarounds. This can prevent unexpected costs and ensure clarity in the Vendor's obligations.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which involves the use of Supplier Existing IP and the need for express written consent from the client, is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' in this context. However, if the Vendor intends to use any existing IP in the delivery of services, it would be prudent to include a clause that allows for the use of such IP without the need for explicit consent each time, provided that the client agrees to this arrangement upfront. This can be achieved by redlining the contract to include a provision that acknowledges the use of existing IP as part of the service delivery, thereby streamlining the process and reducing administrative burdens.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding reimbursement for reasonable expenses due to a data breach caused by acts or omissions of the vendor or their subcontractors is not present in the provided contract text. Given the absence of this clause, the contract is categorized as 'acceptable' under the current analysis. However, it is advisable to consider including a clause that addresses reimbursement for data breach-related expenses to ensure comprehensive risk management. This inclusion would align with best practices in data protection agreements and provide clarity on financial responsibilities in the event of a breach. Additionally, it is recommended to inform the Service Delivery team about the potential implications of such clauses and incorporate this understanding into Security Awareness Training for all employees and contractors.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The 'Rejection and Cure' clause is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. If the inclusion of a 'Rejection and Cure' clause is desired, it is recommended to draft a clause that clearly outlines the process for addressing deficiencies in services or deliverables, including specific timeframes for correction and resubmission. This will ensure both parties have a clear understanding of expectations and remedies in case of non-compliance with acceptance criteria.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing procedures is not present in the contract text. It is recommended to include a clause that clearly outlines the invoicing process, specifying that the Service Provider should send all invoices referencing the Agreement and relevant Purchase Order (PO) number to the attention of 'Accounts Payable' at a specified address. Additionally, ensure that there is a notification mechanism to Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address. This will help streamline the invoicing process and prevent any administrative errors.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The term in question, which pertains to the secure storage and protection of client data and the provision for client access, is not explicitly present in the provided Vendor Security Agreement. While the agreement does cover data protection and confidentiality obligations extensively, it does not specifically address the ownership of records or the client's right to access and obtain photocopies of such records. It is recommended to consider including a clause that explicitly grants the client ownership of records and outlines their rights to access and obtain copies, ensuring clarity and alignment with the client's expectations. Additionally, ensure that all data protection measures comply with applicable laws and industry standards.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding data retention and destruction notification is not present in the provided contract text. It is advisable to include a clause that clearly outlines the data retention period and the process for data destruction, including notification requirements, to ensure compliance with applicable laws and regulations. This will also align with best practices for data management and provide clarity to both parties. Implementing a data retention flag and alert mechanism, as suggested, would be beneficial for managing data lifecycle effectively.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific insurance clause outlined in the prompt is not present in the provided contract text. However, it is advisable to ensure that the Vendor Security Agreement includes a comprehensive insurance clause that requires the Vendor to maintain adequate insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage. This clause should also mandate that the Vendor provides a Certificate of Insurance upon request and notify the Company of any material changes or cancellations in coverage. Implementing a process to regularly review and compare existing insurance policies with client requirements is recommended. If discrepancies arise, consider renegotiating terms to align with client expectations. Establishing a workflow or alert system for Certificate of Insurance requests and insurance policy reviews would enhance compliance and risk management.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the maintenance of minimum insurance limits by the Supplier is not present in the provided contract text. Given the neutral nature of the clause, its absence does not inherently render the contract unacceptable. However, if insurance requirements are a critical component of the agreement, it is advisable to include a specific clause detailing the insurance obligations of the Vendor. This could involve specifying the types and limits of insurance coverage required, and potentially including a provision for the Vendor to provide a Certificate of Insurance (COI) as proof of coverage. If the parties deem it necessary, they should consider renegotiating or redlining the contract to incorporate these insurance requirements to ensure comprehensive risk management.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Termination |
| Matched Content | Either party may terminate this Agreement (and any related services agreement) for cause if the other party materially breaches any obligation under this Agreement and fails to cure the breach within 30 days after receiving written notice describing the breach. If such breach is not curable or involves a serious violation of data protection obligations, the non-breaching party may terminate this Agreement immediately upon notice. Additionally, Company may terminate this Agreement immediately upon written notice if required to do so by law or regulation (for example, if continued engagement with Vendor would violate HIPAA or other applicable laws due to Vendor’s acts or omissions). Upon termination or expiration of this Agreement, Vendor shall return or securely destroy all Company data (including all PHI) in its possession, and certify to Company that it has done so, except to the extent retention is required by law. Termination of this Agreement shall not relieve Vendor from its ongoing duties of confidentiality and data protection with respect to information obtained during the term of the Agreement. |
The termination clause is generally aligned with standard practices, allowing for termination for cause and immediate termination in certain circumstances. However, it does not explicitly address termination with a 30-day notice for convenience, which is a common provision in some contracts. Consider adding a clause that allows either party to terminate the agreement for convenience with a specified notice period, if this aligns with the parties' intentions. Additionally, ensure that there is a clear process for acknowledging receipt of termination notices, such as a confirmation of receipt or a tracking system, to avoid disputes regarding notice delivery.
Total Terms: 21
Score: 38.1
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts and the rejection of the UN Convention on Contracts for the International Sale of Goods is not present in the provided contract text. It is recommended to include such a clause to ensure clarity on the applicable legal framework and to avoid the application of international conventions that may not align with the parties' intentions. Consider negotiating the inclusion of a governing law clause that specifies Massachusetts as the governing jurisdiction, as this is beneficial to Verterim. Additionally, ensure that any references to international sale of goods conventions are explicitly addressed to prevent unintended applicability.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause defining the timeframe for which the Agreement remains in effect. It is recommended to include a clause that explicitly states the duration of the Agreement to ensure clarity and manage expectations regarding the contract's validity period. Additionally, implementing an aging function to alert when contracts are within six months of expiration would be beneficial. This would allow for timely decisions on whether to renew or terminate the contract, ensuring continuous compliance and operational efficiency.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided Vendor Security Agreement. To ensure compliance with the client's expectations and to align with best practices, it is recommended to include a clause that addresses the assignment and replacement of key personnel. This clause should specify the conditions under which personnel can be replaced, the client's right to approve replacements, and any associated costs for onboarding new personnel. Additionally, ensure that the client is notified and has the opportunity to evaluate the suitability of any replacements to maintain service quality and compliance with contractual obligations.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified termination clause allowing the Service Provider to terminate the Agreement or any Statement of Work if the client fails to cure a material breach within thirty (30) days after receiving written notice. It is recommended to include such a clause to protect the Service Provider's interests in case of a material breach by the client. This clause should clearly define what constitutes a material breach and outline the process for providing notice and allowing for cure. Additionally, consider implementing mechanisms to alert the Service Provider when a client is late on payments or has defaulted, as well as when work product reviews and approvals are not completed within defined timeframes.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term is not present in the provided contract text. It is advisable to ensure that the contract includes a clear payment clause, particularly setting a standard payment period, such as 30 days, to avoid any potential disputes. Additionally, it is recommended to implement a system for highlighting payment terms that exceed 30 days and ensure this information is communicated to the Accounts Receivable department for proper tracking and management.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | Healthcare Organization |
| Section | Use of Subcontractors |
| Matched Content | Vendor may utilize subcontractors in connection with delivering the services only with prior notice to Company. Vendor will give Company advance written notice of any subcontractor that will have access to Company’s sensitive data, and Company reserves the right to object to any such subcontractor on reasonable security or privacy grounds. Vendor shall ensure each approved subcontractor is bound by contractual obligations that are at least as protective of Company’s data as those imposed on Vendor hereunder. This includes, where applicable, requiring subcontractors to sign a Business Associate Agreement and comply with HIPAA for any PHI they handle. Vendor remains responsible for all acts and omissions of its subcontractors and shall be liable to Company for any breach of this Agreement caused by a subcontractor as if caused by Vendor itself. |
The clause is acceptable as it aligns with the standard practice of allowing subcontracting with prior notice and maintaining liability for subcontractors' actions. It is recommended to establish a clear workflow or alert system for notifying the Company about subcontractors, ensuring timely and documented communication. Additionally, ensure that all subcontractors are contractually bound to comply with the same data protection and confidentiality standards as the Vendor, particularly concerning HIPAA compliance.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding pricing for services is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in relation to this term. It is recommended to review the contract for any other terms that may impact pricing or financial obligations, and ensure that all pricing-related clauses align with the organization's strategic and financial objectives. If there are concerns about pricing stability or adjustments, consider negotiating terms that allow for flexibility in response to market conditions or include provisions for periodic review and renegotiation.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and cost reimbursement is not present in the provided contract text. As such, the contract is categorized as 'acceptable' with respect to this specific term. It is recommended to review the contract for any other potentially unacceptable terms and ensure that all clauses align with the organization's risk management and compliance policies. If insurance obligations are a concern, consider negotiating terms that clearly define insurance requirements and responsibilities to avoid future disputes.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding service performance and remediation options is not present in the provided Vendor Security Agreement. As such, the contract does not contain the potentially harmful clause that would allow the client to seek further remediation for non-conforming work at the service provider's cost. It is recommended to ensure that the Service Delivery team is aware of all contractual obligations and that any future contracts are reviewed for similar clauses to ensure accountability and compliance with all Statement of Work (SOW) requirements. Additionally, consider implementing a process for regular contract reviews to identify and address any potentially harmful terms.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term 'Failure to Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract does not contain the potentially overreaching clause that would allow a customer to receive a refund for all work associated with a deliverable if the supplier fails to remedy deficiencies. As such, the contract is categorized as 'acceptable' in this context. However, it is advisable to ensure that any termination or refund clauses in the contract are carefully reviewed to ensure compliance with applicable laws, such as those governing Time and Material work in the Commonwealth of Massachusetts, which requires payment for work performed regardless of deliverable acceptance. This will help avoid potential disputes or points of contention.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified 'Minor Deficiency Correction' clause. Therefore, it is categorized as 'acceptable' since the potentially harmful clause is absent. To further protect the Vendor (Verterim) from incurring costs due to platform limitations, it is advisable to include language that explicitly addresses platform limitations. This could involve adding a clause that specifies that any workarounds required due to platform limitations will not be the financial responsibility of the Vendor. Additionally, ensure that all terms related to deficiency corrections are clear and fair to both parties, potentially involving a mutual agreement on what constitutes a 'minor deficiency' and the process for addressing it.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the fees being as low or lower than those charged to any other customer is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any other pricing-related clauses that may indirectly affect the pricing strategy or create potential conflicts. If such clauses exist, consider renegotiating terms to ensure they align with the overall business strategy and do not inadvertently impose unfavorable conditions.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding Supplier Existing IP and the associated licensing terms is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' in this context. However, if the use of existing IP is a concern, it is advisable to review the contract to ensure that any necessary IP rights and permissions are clearly articulated and agreed upon by both parties. This may involve drafting a separate clause or agreement that outlines the terms under which existing IP can be used, ensuring that both parties have a mutual understanding and consent regarding IP usage.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding reimbursement for reasonable expenses incurred due to a data breach caused by acts or omissions of the vendor or its subcontractors is not present in the provided contract text. Given the absence of this clause, the contract is categorized as 'acceptable' under the current analysis. However, it is advisable to consider including a clause that clearly outlines the responsibilities and liabilities related to data breaches, including potential reimbursement obligations. This can enhance clarity and ensure both parties are aware of their respective duties in the event of a data breach. Additionally, ensure that all employees and contractors are informed about the potential implications of errors or omissions through comprehensive Security Awareness Training.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term 'Rejection and Cure' as described in the prompt is not present in the provided contract text. Therefore, the contract does not contain the specific clause that would be categorized as 'unacceptable' based on the criteria provided. As the term is absent, there are no immediate concerns regarding the cure period or acceptance criteria as outlined in the prompt. It is recommended to review the contract for any similar provisions that might affect deliverables and acceptance processes, and ensure that any such terms align with the company's operational capabilities and timelines. Additionally, if the inclusion of a 'Rejection and Cure' clause is necessary for the agreement, consider drafting a clause that clearly defines the acceptance criteria, cure periods, and any associated obligations for both parties.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding invoicing procedures is not present in the provided contract text. It is advisable to include a clause detailing the invoicing process to ensure clarity and proper accounting practices. This should specify that the Service Provider must send all invoices with references to the Agreement and relevant Purchase Order (PO) numbers to the attention of 'Accounts Payable' at a designated address. Additionally, a notification mechanism to Accounts Receivable should be established to verify that all invoices contain the appropriate references and are sent to the correct address. This will help in maintaining organized financial records and facilitate timely payments.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. Given the neutral categorization of the term, there is no immediate action required. However, it is advisable to ensure that the contract includes clear provisions regarding the secure storage and protection of client data, as well as client access to such data, to align with best practices in data management and client relations. Consider reviewing the contract to ensure all relevant data protection and client access rights are adequately addressed.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding record retention and destruction notification is not present in the provided contract text. It is advisable to consider incorporating a clause that clearly outlines the retention period for records, the process for record delivery or destruction, and the notification requirements prior to disposal. This would ensure compliance with applicable laws and regulations, and provide clarity to both parties regarding data management responsibilities. Additionally, implementing a data retention flag and alert mechanism for each client contract, as noted, would enhance compliance and operational efficiency.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. As the clause is categorized as 'neutral,' its absence does not immediately necessitate changes to the contract. However, it is advisable to assess whether the inclusion of such an insurance clause would enhance the contract's comprehensiveness, particularly if the nature of the services provided by the Vendor involves significant risk exposure. If insurance coverage is deemed necessary, consider drafting a clause that specifies the types and amounts of insurance required, the process for providing a Certificate of Insurance, and the notification period for any changes in coverage. Establishing a Certificate of Insurance (COI) request process and maintaining a profile of existing insurance coverages for comparison with client requirements could be beneficial. If discrepancies in coverage arise, initiate a redline and renegotiation process as a first response. Implementing a workflow or alert system for these processes could further streamline contract management.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. It is recommended to review the contract to ensure that appropriate insurance requirements are included, especially if they are critical to the agreement. If insurance requirements are necessary, consider drafting a clause that specifies the minimum insurance limits and types of coverage required, and whether a Certificate of Insurance (COI) is needed. This will help mitigate risks and ensure compliance with industry standards.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Termination and Suspension |
| Matched Content | Company may terminate this Agreement (and any related services agreements) for cause if Vendor materially breaches its obligations hereunder and fails to cure the breach within 30 days after receiving written notice from Company describing the breach. If Vendor’s breach is incapable of cure or if Vendor materially violates data protection obligations in a manner that seriously compromises Company’s data, Company may terminate this Agreement effective immediately upon notice to Vendor. Alternatively, in circumstances where a security issue is ongoing or under investigation, Company may elect to suspend the transfer of new data or suspend Vendor’s access to Company systems until the issue is resolved, in lieu of terminating the Agreement outright. Termination or suspension shall not relieve Vendor of its continuing obligation to protect all Company data in its possession and to cooperate in an orderly wind-down, including return or destruction of data. |
The clause is categorized as neutral, allowing termination for uncured breaches or immediate termination for serious data protection violations. It aligns with standard practices, providing flexibility to the Company. It is recommended to implement a system for tracking termination notices, such as an acknowledgment checkbox upon receipt of email or mailed notices, to ensure compliance and proper documentation. This will help in managing and verifying termination communications effectively.
Total Terms: 26
Score: 40.38
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts and the rejection of the UN Convention on Contracts for the International Sale of Goods is not present in the provided contract text. It is recommended to include a governing law clause that specifies the Commonwealth of Massachusetts as the jurisdiction, as this would be beneficial to Verterim. Additionally, ensure that the clause explicitly rejects the application of the UN Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods. This will provide clarity and align with the desired legal framework. If Massachusetts is not the governing state, highlight this for potential renegotiation or explicit approval by senior management.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause that defines the duration for which the agreement will remain in effect. It is advisable to include a clause specifying the term of the agreement and any renewal or termination conditions. This will provide clarity on the contract's duration and facilitate the implementation of an aging function to alert parties when the contract is nearing expiration. Consider adding a clause similar to: 'This Agreement will remain in full force and effect until [specific date or condition], unless terminated earlier in accordance with the provisions herein.' Additionally, establish a workflow to address contract renewal or termination decisions at least six months prior to the expiration date.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided contract text. It is recommended to review the contract to ensure that any necessary provisions regarding personnel assignment and replacement are included, especially if such terms are critical to the service delivery and client satisfaction. Consider adding a clause that outlines the conditions under which personnel can be replaced and the client's rights to approve replacements, as well as any associated costs for onboarding new personnel.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term clause is not present in the provided contract text. It is recommended to ensure that a clear payment term clause is included in the agreement to define the timeline and conditions for payment. This will help avoid any potential disputes regarding payment timelines and obligations. Additionally, it is advisable to communicate any payment terms exceeding 30 days to the Accounts Receivable department to ensure proper tracking and management of payment schedules.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified clause regarding fee parity with other customers is not present in the provided contract text. However, given the potential implications of such a clause, it is advisable to ensure that any fee-related terms in the contract do not inadvertently create obligations that could be financially detrimental or conflict with other pricing terms. If such a clause were to be considered for inclusion, it should be carefully negotiated to allow flexibility for future adjustments based on the evolving business relationship and market conditions. Additionally, ensure that any price increase restrictions in the contract are clearly defined and do not conflict with other pricing terms to avoid potential disputes.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | 4. Subcontractors |
| Matched Content | Vendor may use subcontractors to carry out its obligations under this Agreement. In cases where a subcontractor will have access to Company’s confidential data (including any PHI), Vendor will ensure that such subcontractor is bound by contractual obligations at least as protective of the data as those imposed on Vendor hereunder. Vendor remains fully liable for the acts and omissions of its subcontractors. Upon Company’s request, Vendor will provide information regarding any major subcontractors involved in handling Company data. Vendor shall promptly notify Company of any unauthorized use or disclosure of Company data by a subcontractor of which it becomes aware, and take reasonable measures to prevent a recurrence. |
The clause is acceptable as it permits the use of subcontractors while ensuring that they are bound by obligations protective of the data. It also maintains Vendor's liability for subcontractors' actions. To enhance clarity and operational efficiency, it is recommended to define a workflow or alert system for notifying the Company about subcontractor involvement and any unauthorized data use or disclosure. Additionally, consider specifying the process for obtaining prior written consent from the Company for subcontracting specific obligations, if applicable.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | Termination for Breach |
| Matched Content | In the event that either party materially breaches this Agreement, the non-breaching party may give written notice describing the breach. The breaching party shall have 30 days from receipt of such notice to cure the breach to the non-breaching party’s reasonable satisfaction. If the breach is cured within the cure period, the Agreement shall continue in full force. If the breaching party fails to cure the breach within 30 days, the non-breaching party may terminate this Agreement for cause by providing written notice of termination. Notwithstanding the foregoing, Company may immediately terminate this Agreement upon a material breach by Vendor that is incapable of cure or if required to do so by regulatory authorities. |
The clause is well-drafted and provides a clear mechanism for termination in the event of a material breach, aligning with standard contractual practices. It is recommended to ensure that both parties have a robust system in place for tracking potential breaches, such as late payments or failure to approve work products within defined timeframes, to effectively utilize this clause. Additionally, consider implementing an alert system to notify relevant parties of any potential breaches promptly. This will help in maintaining compliance and mitigating risks associated with contractual breaches.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | Healthcare Organization |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding fixed pricing for a period of 24 months is not present in the provided contract text. Therefore, the contract does not contain the identified unacceptable pricing clause. It is advisable to ensure that any future agreements include clauses that allow for flexibility in pricing adjustments based on market conditions, unless there is a strategic reason to maintain fixed pricing, such as securing long-term commitments or software licensing agreements. In such cases, explicit approval from senior management should be obtained to mitigate potential financial risks.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and cost reimbursement is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that all insurance-related obligations are clearly defined and agreed upon in any future amendments or related agreements to prevent potential disputes. Additionally, if such a clause is necessary, it should be drafted with explicit terms and reviewed by senior management for approval.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that all service delivery teams are aware of the contract's requirements and maintain adherence to the outlined service obligations. Additionally, regular reviews of service performance against contract specifications should be conducted to ensure compliance and mitigate any potential risks of non-conformance.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which involves a 'Failure to Cure' clause allowing for a refund of all fees paid for non-conforming services or deliverables, is not present in the provided contract text. Therefore, the contract does not contain the potentially overreaching provision that could conflict with Time and Material work requirements in the Commonwealth of Massachusetts. It is recommended to ensure that any future contracts are reviewed for similar clauses to avoid potential disputes over payment obligations related to deliverables. Additionally, parties should ensure that all terms align with applicable state laws and industry standards to prevent enforceability issues.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified 'Minor Deficiency Correction' clause. Therefore, it is categorized as 'acceptable' since the absence of this clause avoids the potential risk of the Vendor incurring costs due to platform limitations. To further protect the Vendor, it is advisable to include language that addresses platform limitations explicitly, ensuring that any workarounds required due to such limitations are not unreasonably imposed on the Vendor. Additionally, the Vendor should ensure that any deficiency correction obligations are clearly defined and mutually agreed upon to prevent unexpected liabilities.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which involves the use of Supplier Existing IP and the need for express written consent from the client, is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' concerning this specific term. However, if the intention is to incorporate such a clause, it is recommended to negotiate terms that allow the vendor to leverage existing IP without requiring explicit consent for each use, provided that the client agrees to this in the initial agreement. This could streamline operations and reduce administrative burdens. It is also advisable to ensure that any IP-related clauses align with the overall objectives of both parties and are clearly articulated to avoid future disputes.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding reimbursement for reasonable expenses due to a data breach caused by the vendor or its subcontractors is not present in the provided contract text. As such, the contract is categorized as 'acceptable' in this context. However, it is recommended to consider including a clause that addresses reimbursement for expenses related to data breaches, as this can provide clear guidance and protection for both parties in the event of a security incident. Additionally, ensure that all employees and subcontractors are informed about their responsibilities and the potential implications of data breaches through comprehensive security awareness training.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific 'Rejection and Cure' clause is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' with respect to the absence of this particular clause. However, it is advisable to review the contract for any similar provisions that may affect the acceptance and correction of deliverables. Additionally, ensure that any such clauses align with the company's operational capabilities and timelines. If a 'Rejection and Cure' clause is necessary, consider negotiating terms that provide a reasonable timeframe for corrections and clearly define the acceptance criteria to avoid potential disputes.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific invoicing clause is not present in the provided contract text. It is advisable to include a clause detailing the invoicing process, specifying that all invoices should reference the Agreement and the relevant Purchase Order (PO) number, and be sent to the attention of 'Accounts Payable' at a designated address. This will help ensure clarity and proper processing of invoices. Additionally, consider adding a notification requirement for Accounts Receivable to verify that all invoices contain the appropriate references and are sent to the correct address.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the maintenance and protection of records, as well as the client's access to such records, is not present in the provided contract text. While the contract does include comprehensive data security and confidentiality provisions, it may be beneficial to explicitly include a clause addressing the ownership, maintenance, and access rights to records generated or obtained by the Vendor during the provision of services. This would align with best practices for ensuring clarity on data ownership and access rights, particularly in agreements involving sensitive data. Consider drafting a clause similar to the term provided to enhance the contract's clarity and address potential ambiguities regarding record management and client access.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific data retention clause outlined in the prompt is not present in the provided contract text. It is recommended to consider incorporating a data retention clause similar to the one described in the prompt to ensure clarity on record retention periods and procedures for data disposal or delivery. This would enhance compliance with data management best practices and provide clear guidelines for both parties regarding data handling post-contract completion. Additionally, implementing a data retention flag and alert mechanism, as suggested in the notes, would further streamline compliance and operational efficiency.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. Given the nature of the Vendor Security Agreement, it may be beneficial to include an insurance clause to ensure that the Vendor maintains appropriate insurance coverage. This would protect both parties against potential liabilities arising from the Vendor's operations. It is recommended to draft a clause that requires the Vendor to carry insurance coverage, including worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage, as is customary for companies in similar businesses. Additionally, establish a process for the Vendor to provide a Certificate of Insurance upon request and notify the Company of any material changes or cancellations in coverage.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding insurance requirements is not present in the provided contract text. If insurance requirements are crucial for the agreement, it is recommended to include a clause specifying the minimum insurance limits and any necessary documentation, such as a Certificate of Insurance (COI). This will ensure that the Vendor maintains adequate insurance coverage to mitigate potential risks. Consider renegotiating or redlining the contract to incorporate these requirements if they are deemed necessary.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | Termination for Breach |
| Matched Content | In the event that either party materially breaches this Agreement, the non-breaching party may give written notice describing the breach. The breaching party shall have 30 days from receipt of such notice to cure the breach to the non-breaching party’s reasonable satisfaction. If the breach is cured within the cure period, the Agreement shall continue in full force. If the breaching party fails to cure the breach within 30 days, the non-breaching party may terminate this Agreement for cause by providing written notice of termination. Notwithstanding the foregoing, Company may immediately terminate this Agreement upon a material breach by Vendor that is incapable of cure or if required to do so by regulatory authorities. Upon termination or expiration of this Agreement, Vendor will return or destroy (at Company’s direction) all Company confidential data in Vendor’s possession and certify in writing that it has done so, except where retention is required by applicable law. |
The clause provides a structured approach to termination, allowing for immediate termination in cases of incurable breaches, which aligns with the neutral categorization. To enhance clarity and operational efficiency, it is recommended to implement a system for tracking termination notices, such as a digital acknowledgment system that confirms receipt of termination notices via email or mail. This could involve a simple checkbox system or automated notifications to ensure all parties are aware of the termination status and timelines.
Service Provider will perform all Services in accordance with the applicable Statement of Work, (b) with requisite care, skill and diligence and (c) in accordance with all applicable laws, rules, regulations, orders and industry standards. If specified in a Statement of Work, Services will be rendered in accordance with
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. As the term is categorized as 'neutral,' its absence does not affect the acceptability of the contract. However, it is advisable to ensure that the contract includes clear language regarding the performance standards expected from the Vendor, particularly concerning the care, skill, and diligence in service delivery. If the contract intends to align with a specific framework or process, it should be explicitly stated to avoid ambiguity. Consider reviewing the contract to ensure all performance obligations are clearly articulated and aligned with industry standards.
Without limiting any existing confidentiality obligations between the Parties as of the Effective Date, this Agreement, together with the attached Appendix A and any fully-signed Statements of Work, each of which are incorporated into this Agreement by reference, constitute the entire agreement between the Parties with respect to the specific subject matter of this Agreement, and all prior agreements, oral or written, with respect to such subject matter are superseded. If there is any conflict, discrepancy or inconsistency between the terms contained in the body of this Agreement and any Statement of Work, the terms set forth in the body of this Agreement will govern, control, and take precedence. No provision included in any purchase order, quotation, invoice or other communication between the Parties that is different than, in conflict with or in addition to any provision of this Agreement (including any Statement of Work) shall have any force or effect and each Party hereby gives notice of its objection to any such proposed additional, different or conflicting provision.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The term in question is not present in the provided contract text. However, the contract should be reviewed to ensure that all referenced documents, such as Appendix A and any Statements of Work, are included and reviewed for consistency and completeness. Additionally, ensure that the contract's integration clause clearly outlines the precedence of documents to avoid any potential conflicts or ambiguities. It is advisable to verify that all confidentiality obligations are adequately addressed and that any additional documents incorporated by reference are consistent with the main agreement.
All invoices submitted by Supplier must identify the Purchase Order number of the Purchase Order under which <client> authorized the applicable Fees. If the Statement of Work expressly states that the Fees will be calculated on a time and materials basis, the invoice must also set forth the following information: (i) the names of Supplier’s Personnel who performed work under the Statement of Work; (ii) documentation of the expenses of each of its Personnel, with receipts; (iii) for each of its Personnel, the number of hours worked (which for the avoidance of doubt, excludes time for lunch) and a description of the work performed; (iv) the hourly rate of each individual; and (v) any other information reasonably requested by <client> or as may be requested in the Purchase Order. <client> shall be responsible for the payment of all taxes in connection with this Agreement that are legally required to be paid by <client>, and not for any taxes based on Supplier’s income or taxes that are not legally required to be paid by <client>. If <client> is required to withhold taxes from any payments due to Supplier, then <client> will forward any withholding receipts to Supplier at [address/email address]. <client> shall be entitled to return incomplete invoices unpaid.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specified invoicing clause is not present in the provided contract text. It is advisable to incorporate a detailed invoicing clause that outlines the requirements for time and materials invoices, including the necessary information such as Purchase Order numbers, personnel details, and tax responsibilities. This will ensure clarity and compliance with the agreed terms during the onboarding process and facilitate a smooth workflow for Accounts Receivable. Consider drafting a separate section dedicated to invoicing and payment terms to address these aspects comprehensively.
If <client> wishes to dispute any of the Fees invoiced by Supplier, no later than thirty (30) days from receipt of the invoice in question, <client> shall notify Supplier of the amount in dispute and the basis of such dispute. Upon receipt of notice from <client>, Supplier shall work with <client> in good faith to promptly resolve the dispute on Fees. With respect to disputed Fees, <client> shall pay the resolved amount within thirty (30) days following mutual written resolution of the dispute by the Parties. <client> shall not be in default of its obligation to pay the invoice while the dispute remains unresolved.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the dispute of fees and the resetting of payment terms is not present in the provided contract text. If this is a critical term for the parties involved, it is recommended to draft and incorporate a clause that clearly outlines the process for disputing fees, including the timeline for notification, resolution procedures, and the impact on payment obligations during the dispute. This will ensure clarity and mutual understanding between the parties, reducing potential conflicts related to invoicing and payment disputes.
Acceptance Testing. Customer has the right to inspect, review, test and otherwise evaluate the Services or Deliverables after delivery for compliance with the applicable Acceptance Criteria. Such inspection and testing will be performed within the Acceptance Period in order to identify and resolve all errors, defects, and nonconformities with the Services or Deliverables. Upon completion of such evaluation, Customer will issue to Supplier a notice of Acceptance or rejection of the Services or Deliverables. Customer’s failure to reject the Services and/or Deliverables within the Acceptance Period will constitute Customer’s rejection of the applicable Services and/or Deliverables. The Acceptance Criteria and the Acceptance Period may be defined within each Statement of Work. In the event no Acceptance Criteria and/or Acceptance Period is defined in the Statement of Work, this MSA shall prevail.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain the specified 'Acceptance Testing' clause. If acceptance testing is a critical component of the agreement, it is recommended to incorporate a detailed clause outlining the acceptance criteria, acceptance period, and procedures for acceptance or rejection of deliverables. This will ensure clarity and mutual understanding between the parties regarding the evaluation of services or deliverables. Additionally, define specific timeframes for the acceptance period to avoid ambiguities and potential disputes.
Total Terms: 34
Score: 48.53
This Agreement and any disputes arising out of or relating to this Agreement will be governed by, construed and interpreted in accordance with the internal laws of the Commonwealth of Massachusetts, without regard to any choice of law principle that would require the application of the law of another jurisdiction. The Parties expressly reject any application to this Agreement of (a) the United Nations Convention on Contracts for the International Sale of Goods; and (b) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended by that certain Protocol, done at Vienna on April 11, 1980.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The governing law clause specifying Massachusetts and the rejection of the UN Convention on Contracts for the International Sale of Goods and the 1974 Convention on the Limitation Period in the International Sale of Goods is not present in the contract text. It is recommended to include a governing law clause that specifies the Commonwealth of Massachusetts if beneficial to Verterim. Additionally, ensure that the rejection of the aforementioned international conventions is clearly stated to avoid unintended legal implications. This clause should be negotiated and explicitly approved by senior management if another state's law is proposed.
This Agreement will remain in full force and effect until
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The contract does not contain a specific clause stating 'This Agreement will remain in full force and effect until...', which defines the duration of the contract. It is recommended to include a clear term clause specifying the effective period of the agreement to avoid any ambiguity regarding its duration. Additionally, implementing an aging function to alert parties when the contract is approaching expiration would be beneficial. This would allow for timely decisions on whether to terminate or renew the agreement, ensuring continuity or proper closure of the contractual relationship.
Any Service Provider Personnel (as defined in Section 3.4) identified in a Statement of Work as “Key Service Provider Personnel” will remain assigned to perform Services covered by the applicable Statement of Work as long as such individuals remain employed by or under contract with Service Provider, unless (a) an individual is unavailable for reasons of disability, illness or promotion; or (b) <client> has requested the replacement of any individual who is not performing to <client>’s reasonable satisfaction. Service Provider will cooperate with <client> in periodically reviewing the performance of the Key Service Provider Personnel and will promptly remedy any concerns to <client>’s reasonable satisfaction. Service Provider will promptly select a qualified replacement should any Key Service Provider Personnel resign or become otherwise unavailable as specified above or if <client> requests the replacement of any such Key Service Provider Personnel. <client> will have the right to approve any such replacement, which approval will not be unreasonably withheld.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding 'Key Service Provider Personnel' is not present in the provided contract text. It is recommended to review the contract to ensure that any clauses related to personnel assignment, replacement, and client approval are included if they are relevant to the agreement's execution. Additionally, consider incorporating a clause that addresses the notification and approval process for replacing key personnel to align with best practices and client expectations.
Provided that Supplier has provided to <client> (i) the Services and/or Deliverables in accordance with this Agreement (including, the applicable Statement of Work) and (ii) all the information required by Section 14, <client> shall pay all undisputed Fees on an invoice within thirty (30) days of receipt of the invoice. The obligations set forth in this Section 3 are in addition to Supplier’s other obligations with respect to Fees and is not meant limit any other restrictions on the Fees that Supplier may charge <client> set forth in this Agreement. Payment for the Services and/or Deliverables shall not constitute Customer’s approval or acceptance of such Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Unacceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified payment term clause is not present in the provided contract text. It is advisable to include a clear payment terms clause that specifies the timeframe for payment of invoices, such as within thirty (30) days of receipt, to ensure clarity and mutual understanding. Additionally, ensure that this information is communicated to the Accounts Receivable department to facilitate timely processing. Consider reviewing the contract for any other payment-related terms to ensure they align with organizational standards and practices.
With <client's> prior written consent, Service Provider may subcontract the performance of specific obligations of Service Provider under a Statement of Work to a qualified Affiliate of Service Provider or to a qualified non-Affiliate third party including, but not limited to, consultants; provided, that (a) such Affiliate or third party performs those Services in a manner consistent with the terms and conditions of this Agreement; (b) Service Provider notifies <client> of the specific Services to be performed by the subcontractor and (c) Service Provider remains liable for the performance of such Affiliate or third party.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | 4. Use of Subcontractors and Flow-Down |
| Matched Content | Vendor shall not engage any subcontractor to perform services involving access to Company’s sensitive data without obtaining Company’s prior written consent (which shall not be unreasonably withheld). Vendor must ensure any approved subcontractor is contractually bound to the same data protection, confidentiality, and (if applicable) HIPAA obligations that bind Vendor under this Agreement. Vendor remains fully liable for the actions and omissions of its subcontractors in connection with this Agreement. Vendor shall maintain a list of all subcontractors with access to Company data and provide it to Company upon request. If Vendor is a Business Associate, Vendor will only use subcontractors that agree in writing to comply with the applicable requirements of HIPAA and sign a Business Associate Agreement where required. |
The clause is acceptable as it aligns with the standard practice of requiring prior written consent before engaging subcontractors. It also ensures that subcontractors are bound by the same obligations as the Vendor, maintaining the integrity of data protection and confidentiality. To enhance compliance and operational efficiency, it is advisable to establish a clear workflow or alert system for notifying the Company about subcontractor engagements, as suggested in the notes. This will ensure timely communication and adherence to the contractual requirements.
Service Provider may terminate this Agreement or any Statement of Work if <client> fails to cure a material breach of this Agreement or of a Statement of Work within thirty (30) days after receiving written notice from Service Provider of such breach.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | Termination for Breach |
| Matched Content | Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receiving written notice describing the breach. If the breach is of a nature that cannot reasonably be cured within 30 days, the breaching party must promptly begin cure and diligently continue to completion, but in no case longer than 60 days from the notice. Notwithstanding the foregoing, Company maintains the right to immediately terminate this Agreement upon written notice to Vendor if Vendor commits a breach of its confidentiality or data security obligations that results in a material compromise of Company’s data or PHI, or if Vendor is found to have willfully violated applicable data protection laws. Any termination under this section shall be without prejudice to any other rights or remedies of the non-breaching party under this Agreement. Vendor’s obligations to protect Company’s data and maintain confidentiality shall survive termination. |
The termination clause is present and categorized as acceptable. It provides both parties with the right to terminate the agreement upon a material breach, with a cure period of 30 days, which is standard practice. It also allows for immediate termination in cases of severe breaches related to confidentiality or data security. To enhance clarity, it is recommended to specify examples of what constitutes a 'material breach' and ensure that the process for notifying and curing breaches is clearly outlined. Additionally, consider implementing a system to alert parties of potential breaches, such as late payments or failure to approve work products within defined timeframes, to prevent breaches from occurring.
Service Provider agrees that pricing for any particular type of Services is firm for the period of twenty four (24) months from the date on which a Statement of Work is agreed to by the Parties and following such 24-month period, prices for similar Services (whether or not performed pursuant to the same Statement of Work) may be increased in any calendar year no more than the lesser of (a) the change in the Consumer Price Index (CPI), published by the United States Bureau of Labor Statistics from the previous calendar year and (b) three percent (5%).
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified pricing clause is not present in the provided contract text. Therefore, the contract is categorized as 'acceptable' in terms of pricing flexibility. If pricing stability is a concern, it may be beneficial to negotiate a clause that allows for periodic price adjustments based on market conditions or CPI changes to protect against inflationary pressures. Additionally, consider including a clause that permits renegotiation or requires senior management approval for long-term pricing commitments, especially if there are strategic reasons to secure rates for extended periods.
If at any time Supplier fails to obtain insurance (or provide proof of insurance) in accordance with this Agreement, or as otherwise required by Customer, Customer may obtain the coverage specified in this Agreement and charge all associated premiums and costs to Supplier. Supplier will reimburse Customer the cost thereof within fifteen (15) days of receipt of an invoice therefor from Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding insurance obligations and potential cost reimbursement by the Supplier is not present in the provided contract text. As such, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract comprehensively to ensure all insurance-related obligations are clearly defined and agreed upon, especially in agreements involving sensitive data and potential liabilities. If such a clause is deemed necessary, it should be negotiated and explicitly approved by Senior Management to align with organizational risk management policies.
In the event that any Services do not meet the specifications or other performance criteria agreed to by Service Provider and <client> in writing, then Service Provider will, at <client>’s option, promptly (a) re-perform such Services at Service Provider’s cost; or (b) refund to <client> all amounts paid by <client> to Service Provider in connection with such Services. The provisions of this Section 7.5 are not exclusive, and <client> may seek any other right or remedy that it may have under this Agreement or otherwise.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding service performance and remediation options is not present in the contract text. As such, the contract is categorized as 'acceptable' under the provided criteria. It is recommended to ensure that the Vendor Security Agreement comprehensively addresses all service performance expectations and remedies for non-conformance in separate clauses if needed. Additionally, maintain regular communication with the service provider to ensure compliance with all contractual obligations and performance standards.
Failure to Cure. If Supplier fails to make such changes or, notwithstanding such changes, the Services or Deliverables still contain deficiencies, then Customer may, in its sole discretion and in addition to any other remedies it may have: (i) provide, in writing, additional time for Supplier to make changes; or, (ii) terminate all or part of this Agreement or a Statement of Work pursuant to Section 8 upon written notice to Supplier. Upon Customer’s election to terminate, Customer will have no further obligation to make payments to Supplier and Supplier will refund to Customer all of the Fees paid to Supplier for the non-conforming Services and/or Deliverables.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific term 'Failure to Cure' as described in the prompt is not present in the provided Vendor Security Agreement. Therefore, the contract does not contain the unacceptable clause that allows for a refund of all fees for non-conforming services or deliverables. As such, the contract is categorized as 'acceptable' in this context. It is recommended to ensure that any future contracts clearly delineate the terms for termination and refunds, especially in jurisdictions like the Commonwealth of Massachusetts where Time and Material work is required to be paid regardless of deliverable acceptance. This will help avoid potential disputes and ensure compliance with local laws.
Minor Deficiency Correction. Notwithstanding Acceptance of any Services and/or Deliverables, Supplier, at no additional charge to Customer, will correct or develop a work around for any minor deficiencies identified by Customer. Supplier will correct or develop a work around for each minor deficiency within thirty (30) days after Customer provides notice to Supplier of the minor deficiency.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding 'Minor Deficiency Correction' is not present in the provided Vendor Security Agreement. As such, the contract does not currently impose the obligation on the Vendor to correct or develop workarounds for minor deficiencies at their own cost. This absence categorizes the contract as 'acceptable' under the given criteria. However, if there are concerns about platform limitations or potential costs associated with minor deficiencies, it may be prudent to explicitly address these issues in the contract to protect the Vendor from undue financial burdens. Consider adding language that clarifies responsibilities and limitations regarding platform deficiencies to ensure both parties have a clear understanding of their obligations.
the Fees payable by <client> hereunder are as low or lower than amounts charged by Supplier to any other customer purchasing the same type and quantity of services and/or deliverables provided by Supplier hereunder;
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding fee comparison with other customers is not present in the provided contract text. Therefore, the contract can be categorized as acceptable in this context. It is advisable to ensure that any pricing clauses in the contract do not inadvertently create obligations that could conflict with other terms, such as price increase restrictions. Regularly review and renegotiate terms as the business relationship evolves to maintain fairness and compliance with industry standards.
To the extent any Supplier Existing IP is included in, or is otherwise necessary for the use of, the Work Product, Supplier hereby grants to Customer and each of its Affiliates a perpetual, irrevocable, transferable, non-exclusive, royalty-free, fully paid up, world-wide license to (a) use, reproduce, distribute, display, prepare derivative works, modify and develop the Work Product, and (b) make, have made, import, and sell and offer to sell and otherwise distribute or exploit the Supplier-Existing IP and/or Third Party IP, as applicable, to the extent either is embodied in any Work Product, or necessary to use any portion(s) of any Work Product, in each case without any accounting or additional consideration to Supplier or any third party. Supplier shall not include any Supplier Existing IP in any Work Product without the express prior written consent of Customer, which prior written consent may be given by Customer in a Statement of Work. For the avoidance of doubt, Supplier Existing IP alone shall not be deemed Work Product; however, any derivative works of Supplier Existing IP that are contained in and/or comprise the Work Product shall be deemed part of the Work Product and owned solely and exclusively by Customer.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term in question is not present in the provided Vendor Security Agreement. Therefore, the contract is categorized as 'acceptable' in this context. However, it is advisable to review the contract for any other potential issues related to intellectual property rights, especially if the Vendor will be using or integrating any of its existing IP into the Work Product. Consider adding a clause that clarifies the use of Vendor's existing IP and obtaining necessary consents to avoid future disputes. Additionally, ensure that all IP-related clauses align with the overall objectives and legal requirements of both parties.
• reimburse <client> for the reasonable expenses that <client> may incur as a result of such Data Breach caused by their acts or omissions or those of any of their authorized subcontractors, including but not limited to, the expenses incurred in investigating the Data Security Breach and notifying affected individuals, and providing these individuals with the support necessary under the circumstances, such as credit monitoring.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding reimbursement for reasonable expenses incurred due to a data breach caused by acts or omissions of the vendor or its subcontractors is not present in the provided contract text. As such, the contract is categorized as 'acceptable' in this context. However, it is advisable to consider including a clause that addresses the allocation of costs related to data breaches, particularly those caused by the vendor's actions or omissions, to ensure clarity and protection for the company. Additionally, it is recommended to implement a method to inform Service Delivery of potential liabilities in the event of a breach and to incorporate this into Security Awareness Training for all employees and contractors to mitigate risks.
Rejection and Cure. If Customer determines that any portion of the Services or Deliverables fails to meet the Acceptance Criteria, Customer will notify Supplier in writing with a description of deficiencies. Without limiting Customer’s other remedies, in such event, Supplier will, at no additional charge to Customer, make any necessary changes to the Services or Deliverables to correct any deficiencies. Supplier will resubmit the corrected Services or Deliverables within the timeframe requested by Customer or if no timeframe is requested, within fifteen (15) days after Customer notifies Supplier of the deficiencies of the Services or Deliverables. The Acceptance process in this Section 5(a) will apply to any resubmitted Services, including a new Acceptance Period.
| Field | Value |
|---|---|
| Present | No |
| Category | Acceptable |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term 'Rejection and Cure' is not present in the provided contract text. Therefore, the contract can be categorized as 'acceptable' in relation to this specific term. However, it is advisable to review the contract for any other terms that may require attention or negotiation. If the 'Rejection and Cure' clause is important for the agreement, consider discussing its inclusion with the Vendor to ensure clarity on the process for addressing deficiencies in services or deliverables.
Service Provider will send all invoices, which will reference this Agreement and the relevant Purchase Order (PO) number, to the attention of “Accounts Payable” at the following address:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding invoicing procedures is not present in the provided contract text. It is advisable to include a clause that clearly outlines the invoicing process, specifying that all invoices should reference the agreement and relevant Purchase Order (PO) number and be sent to the attention of 'Accounts Payable' at a designated address. Additionally, ensure there is a notification to Accounts Receivable to verify that invoices contain the appropriate references and are directed to the correct address. This will help streamline the invoicing process and prevent any potential administrative issues.
Service Provider will maintain all materials, data and documentation obtained or generated by Service Provider in the course of preparing for and providing Services, including computerized records and files (collectively, the “Records”) in a secure area reasonably protected from fire, theft and destruction, and <client> shall have reasonable access to such Records and the right to obtain photocopies of such Records. All Records will be the property of <client>. Service Provider will not transfer, deliver or otherwise provide any Records to any party other than <client> or its Affiliates, without the prior written approval of <client>.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding the maintenance and protection of records by the Service Provider is not present in the provided Vendor Security Agreement. While the existing agreement contains comprehensive data protection and confidentiality clauses, it may be beneficial to explicitly include a clause that addresses the ownership, access, and transfer restrictions of records generated or obtained during the provision of services. This would ensure clarity regarding the handling of records and reinforce the client's rights to access and control over such records. Consider drafting a specific clause to address these aspects, ensuring it aligns with the overall data protection framework of the agreement.
All Records will be retained by Service Provider for a minimum period of two (2) years following completion of the applicable Statement of Work, or longer if required by applicable law or regulation. Service Provider will, at the direction and written request of <client>, promptly deliver Records to <client> or its designee, or dispose of the Records, unless the Records are required to be retained by Service Provider by applicable law or regulation or for insurance purposes. In no event will Service Provider dispose of any Records without first giving <client> sixty (60) days’ prior written notice of its intent to do so.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term regarding record retention and destruction notification is not present in the provided contract text. It is advisable to consider incorporating a similar clause to ensure clear guidelines for data retention and destruction, which can help in maintaining compliance with applicable laws and regulations. Additionally, implementing a data retention flag and alert mechanism, as suggested in the notes, would enhance the management of data lifecycle and compliance obligations.
Service Provider will carry, with financially sound and reputable insurers, insurance coverage (including worker’s compensation at or above the applicable statutory limits, comprehensive liability and professional liability/errors and omissions coverage) with respect to the conduct of its business against loss from such risks and in such amounts as is customary for well-insured companies engaged in similar businesses and sufficient to support its obligations under this Agreement. Upon the request of <client>, Service Provider will provide <client> with a Certificate of Insurance evidencing such coverage and providing that thirty (30) days advance written notice will be given to <client> of any material change or cancellation in coverage or limits.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified insurance clause is not present in the provided contract text. To ensure compliance with best practices and client requirements, it is recommended to include a clause that mandates the Vendor to maintain appropriate insurance coverage. This should include worker’s compensation, comprehensive liability, and professional liability/errors and omissions coverage. Additionally, a process should be established for requesting and providing a Certificate of Insurance, along with a system to compare existing insurance coverages with client requirements. If discrepancies arise, initiate a redline and renegotiate as necessary. Implementing a workflow or alert system for these processes would enhance operational efficiency and compliance.
Supplier agrees to maintain the following minimum limits of insurance with respect to, but not limited to, the coverages required hereunder:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the maintenance of minimum limits of insurance is not present in the provided contract text. Given that the term is categorized as neutral, its absence does not directly impact the acceptability of the contract. However, it is advisable to ensure that the contract includes clear insurance requirements, especially if such coverage is critical to the performance of the Vendor's obligations. Consider negotiating the inclusion of a clause that specifies the minimum insurance limits and requires the provision of a Certificate of Insurance (COI) to verify compliance. This will enhance the contract's clarity and provide assurance that the Vendor maintains adequate insurance coverage.
In the event of a breach of this Agreement by Service Provider which cannot be cured (e.g., breach of confidentiality obligations under Section 6), <client> may terminate this Agreement or any Statement of Work with immediate effect, at any time upon written notice to Service Provider. Further, <client>a may terminate this Agreement or a Statement of Work at any time upon thirty (30) days’ prior written notice to Service Provider.
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | Termination for Breach |
| Matched Content | Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within 30 days after receiving written notice describing the breach. If the breach is of a nature that cannot reasonably be cured within 30 days, the breaching party must promptly begin cure and diligently continue to completion, but in no case longer than 60 days from the notice. Notwithstanding the foregoing, Company maintains the right to immediately terminate this Agreement upon written notice to Vendor if Vendor commits a breach of its confidentiality or data security obligations that results in a material compromise of Company’s data or PHI, or if Vendor is found to have willfully violated applicable data protection laws. Any termination under this section shall be without prejudice to any other rights or remedies of the non-breaching party under this Agreement. Vendor’s obligations to protect Company’s data and maintain confidentiality shall survive termination. |
The clause is categorized as neutral since it provides a balanced approach to termination rights, allowing termination for uncured breaches and immediate termination for significant breaches of confidentiality or data security. It aligns with standard practices by requiring notice and cure periods. As a recommendation, consider implementing a system to track termination notices, such as a checkbox for email or mail receipt confirmation, to ensure proper documentation and acknowledgment of termination communications.
Service Provider will perform all Services in accordance with the applicable Statement of Work, (b) with requisite care, skill and diligence and (c) in accordance with all applicable laws, rules, regulations, orders and industry standards. If specified in a Statement of Work, Services will be rendered in accordance with
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. Since the term is categorized as 'neutral,' its absence does not affect the overall acceptability of the contract. However, if the parties wish to include a clause that ensures services are performed with requisite care, skill, and diligence, and in accordance with all applicable laws and industry standards, it may be beneficial to draft a specific section addressing these requirements. This could enhance the clarity and enforceability of the service obligations. Additionally, ensure that any references to frameworks or processes are complete and clearly defined to avoid ambiguity.
Without limiting any existing confidentiality obligations between the Parties as of the Effective Date, this Agreement, together with the attached Appendix A and any fully-signed Statements of Work, each of which are incorporated into this Agreement by reference, constitute the entire agreement between the Parties with respect to the specific subject matter of this Agreement, and all prior agreements, oral or written, with respect to such subject matter are superseded. If there is any conflict, discrepancy or inconsistency between the terms contained in the body of this Agreement and any Statement of Work, the terms set forth in the body of this Agreement will govern, control, and take precedence. No provision included in any purchase order, quotation, invoice or other communication between the Parties that is different than, in conflict with or in addition to any provision of this Agreement (including any Statement of Work) shall have any force or effect and each Party hereby gives notice of its objection to any such proposed additional, different or conflicting provision.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. However, the contract does contain comprehensive clauses regarding data protection, breach notification, audit rights, use of subcontractors, HIPAA compliance, termination for breach, limitation of liability, indemnification, and cyber liability insurance. It is advisable to ensure that all referenced documents, such as Appendix A and any Statements of Work, are reviewed and incorporated as they are integral to the agreement. Additionally, it is recommended to verify that all clauses align with the latest legal standards and industry practices, particularly concerning data protection and HIPAA compliance.
All invoices submitted by Supplier must identify the Purchase Order number of the Purchase Order under which <client> authorized the applicable Fees. If the Statement of Work expressly states that the Fees will be calculated on a time and materials basis, the invoice must also set forth the following information: (i) the names of Supplier’s Personnel who performed work under the Statement of Work; (ii) documentation of the expenses of each of its Personnel, with receipts; (iii) for each of its Personnel, the number of hours worked (which for the avoidance of doubt, excludes time for lunch) and a description of the work performed; (iv) the hourly rate of each individual; and (v) any other information reasonably requested by <client> or as may be requested in the Purchase Order. <client> shall be responsible for the payment of all taxes in connection with this Agreement that are legally required to be paid by <client>, and not for any taxes based on Supplier’s income or taxes that are not legally required to be paid by <client>. If <client> is required to withhold taxes from any payments due to Supplier, then <client> will forward any withholding receipts to Supplier at [address/email address]. <client> shall be entitled to return incomplete invoices unpaid.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified invoicing clause is not present in the provided Vendor Security Agreement. As the clause is categorized as neutral, its absence does not render the contract unacceptable. However, if invoicing procedures and tax responsibilities are critical to the agreement, it is advisable to include a detailed invoicing clause similar to the one described in the prompt. This would ensure clarity in billing processes and tax obligations, thereby reducing potential disputes. Additionally, establishing a workflow for invoicing as noted in the prompt would be beneficial to ensure compliance with agreed terms.
If <client> wishes to dispute any of the Fees invoiced by Supplier, no later than thirty (30) days from receipt of the invoice in question, <client> shall notify Supplier of the amount in dispute and the basis of such dispute. Upon receipt of notice from <client>, Supplier shall work with <client> in good faith to promptly resolve the dispute on Fees. With respect to disputed Fees, <client> shall pay the resolved amount within thirty (30) days following mutual written resolution of the dispute by the Parties. <client> shall not be in default of its obligation to pay the invoice while the dispute remains unresolved.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding the dispute of fees within 30 days and the subsequent payment terms is not present in the provided Vendor Security Agreement. It is recommended to include such a clause if fee disputes are anticipated, as it provides a clear process for resolution and ensures that payment terms are reset following the resolution of disputes. This can help prevent misunderstandings and protect both parties' interests. Consider drafting a clause that specifies the procedure for disputing fees, the timeline for resolution, and the adjusted payment terms post-resolution.
Acceptance Testing. Customer has the right to inspect, review, test and otherwise evaluate the Services or Deliverables after delivery for compliance with the applicable Acceptance Criteria. Such inspection and testing will be performed within the Acceptance Period in order to identify and resolve all errors, defects, and nonconformities with the Services or Deliverables. Upon completion of such evaluation, Customer will issue to Supplier a notice of Acceptance or rejection of the Services or Deliverables. Customer’s failure to reject the Services and/or Deliverables within the Acceptance Period will constitute Customer’s rejection of the applicable Services and/or Deliverables. The Acceptance Criteria and the Acceptance Period may be defined within each Statement of Work. In the event no Acceptance Criteria and/or Acceptance Period is defined in the Statement of Work, this MSA shall prevail.
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific 'Acceptance Testing' clause is not present in the provided contract text. As such, no direct analysis of this clause can be performed. However, if acceptance testing is a relevant concern for the parties involved, it is recommended to include a detailed clause specifying the acceptance criteria, the acceptance period, and any relevant performance metrics. This would ensure clarity and prevent potential disputes regarding the acceptance process of deliverables. Additionally, it is advisable to define these terms within the Statement of Work or the Master Services Agreement to provide a clear framework for evaluation and acceptance.
it shall comply with all descriptions and specifications set forth in each Statement of Work (including performance capabilities, accuracy, completeness, uniformity, characteristics, configurations, standards, functions and requirements) and will use individuals with suitable training, education, experience, and skill to fulfill its obligations under a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specified term is not present in the provided contract text. Given that the term is categorized as 'neutral,' its absence does not necessitate any immediate changes or concerns. However, it is advisable to ensure that all Statements of Work (SOW) associated with this agreement clearly outline performance capabilities, accuracy, completeness, and other relevant specifications. Additionally, it is recommended to explicitly state the qualifications required for individuals fulfilling obligations under any SOW to ensure clarity and enforceability. This can help prevent potential disputes related to performance standards and resource qualifications.
it has the skills, qualifications and experience necessary to perform its obligations under this Agreement and Supplier shall devote all the necessary time and attention for the proper performance of its obligations set out in a Statement of Work;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization Name |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding the skills, qualifications, and experience necessary for performance, as well as the devotion of necessary time and attention, is not present in the provided contract text. While the contract contains various clauses related to data protection, breach notification, audit rights, and other obligations, it does not explicitly address the Vendor's qualifications or commitment to devote necessary resources. It is recommended to consider including a clause that explicitly states the Vendor's obligation to possess and apply the necessary skills and resources to fulfill its contractual duties. This addition would clarify expectations and ensure the Vendor's accountability in delivering the required services effectively.
it shall comply with all Applicable Law in the performance of its obligations under this Agreement (including, but not limited to, all applicable anti-corruption and discrimination in employment laws, rules, regulations, legislation or conventions and in connection with its sole obligation to withhold and report taxes on payments made to its Personnel, and make payments into pension schemes, social security plans, or similar arrangements for the benefit of its employees);
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The specific clause regarding compliance with all applicable laws, including anti-corruption and discrimination laws, is not explicitly present in the provided contract text. It is advisable to include such a clause to ensure comprehensive legal compliance and mitigate potential legal risks. This clause is common and should be reviewed and included in all contracts to explicitly state the obligations of the parties to adhere to applicable laws. Consider adding a general compliance clause to the agreement to enhance clarity and enforceability.
it has obtained, or will obtain, any and all permits, licenses and/or governmental or third party consents, approvals or assignments in a timely manner which are required in connection with the performance of this Agreement by Supplier or in order to enable Supplier to provide and Customer to use any Services and/or Deliverables performed or delivered, as the case may be, under this Agreement;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term regarding obtaining necessary permits, licenses, and consents is not present in the provided contract text. While this term is categorized as neutral, it is common language and should be reviewed and included in all contracts to ensure that the Vendor is obligated to secure all necessary approvals for the performance of the agreement. It is recommended to consider adding a clause that explicitly requires the Vendor to obtain any necessary permits, licenses, and consents to avoid potential compliance issues or delays in service delivery.
Suppliers must immediately notify <client> (security.response@<client security email address>.com / privacy@<client security email address>.com) if they know, discover or reasonably believe that there has been a Data Security Breach. In the event of a Data Security Breach, Suppliers will:
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | Healthcare Organization Name |
| Section | N/A |
| Matched Content | N/A |
The specific term regarding immediate notification to a designated email address in the event of a data security breach is not present in the contract text provided. It is recommended to include a detailed notification clause specifying the exact contact details and timeframe for notification in the event of a data breach to ensure clarity and compliance with incident response protocols. Additionally, maintaining a documented method for incident response notification and ensuring all unique client requirements are addressed in the contract will enhance the agreement's effectiveness and enforceability.
• immediately investigate, correct, mitigate, remediate and otherwise handle the Data Security
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | 2. Breach Notification |
| Matched Content | In the event of any actual or suspected data breach or security incident involving Company’s data, Vendor shall notify Company without unreasonable delay and in no case later than 48 hours after discovery. Notification shall be in writing (email acceptable) and include all known relevant details of the incident (nature of breach, data involved, affected individuals, remedial actions taken, etc.). Vendor shall immediately take all necessary steps to contain and investigate the incident and mitigate any harm. Vendor will cooperate fully with Company’s investigation and incident response efforts (including providing access to systems and records as needed and making relevant staff available for interviews). Vendor shall also comply with applicable breach notification laws and regulations and reasonably assist Company in fulfilling any external notification obligations. |
The clause effectively mandates immediate action by the Vendor in the event of a data breach, aligning with industry best practices for prompt incident response. However, it could be enhanced by explicitly including terms like 'remediate' and 'correct' to ensure comprehensive handling of security incidents. Additionally, specifying the exact remedial actions expected could further clarify the Vendor's obligations. It is advisable to ensure that the clause is aligned with the latest legal requirements and industry standards for data breach response.
Breach, including without limitation, by identifying Personal Data affected by the Data Security Breach and taking sufficient steps to prevent the continuation and recurrence of the Data Security Breach;
| Field | Value |
|---|---|
| Present | No |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | N/A |
| Matched Content | N/A |
The term in question, which involves identifying personal data affected by a data security breach and taking steps to prevent recurrence, is not explicitly present in the contract text. However, the contract does contain provisions related to breach notification and incident response, particularly in Section 2, 'Breach Notification.' It is advisable to ensure that the existing breach notification clause explicitly includes language about identifying affected personal data and preventing recurrence to enhance clarity and comprehensiveness. This could involve adding a specific requirement for the Vendor to identify all affected data and implement corrective measures to prevent future breaches. Additionally, ensure that all relevant stakeholders are aware of these obligations to facilitate compliance and effective incident management.
• provide information and assistance needed to enable <client> to evaluate the Data Security Breach and, as applicable, provide timely notices disclosing a Data Security Breach and comply with any obligations to provide information on the Data Security Breach to relevant regulators; and
| Field | Value |
|---|---|
| Present | Yes |
| Category | Neutral |
| Customer Name | [Healthcare Organization Name] |
| Section | Breach Notification |
| Matched Content | In the event of any actual or suspected data breach or security incident involving Company’s data, Vendor shall notify Company without unreasonable delay and in no case later than 48 hours after discovery. Notification shall be in writing (email acceptable) and include all known relevant details of the incident (nature of breach, data involved, affected individuals, remedial actions taken, etc.). Vendor shall immediately take all necessary steps to contain and investigate the incident and mitigate any harm. Vendor will cooperate fully with Company’s investigation and incident response efforts (including providing access to systems and records as needed and making relevant staff available for interviews). Vendor shall also comply with applicable breach notification laws and regulations and reasonably assist Company in fulfilling any external notification obligations. |
The clause effectively requires the Vendor to provide timely notification and assistance in the event of a data breach, aligning with the expectations outlined in the term. However, it is advisable to explicitly separate the obligations into two distinct requirements: one for providing information and assistance for breach evaluation, and another for timely notification. This separation can enhance clarity and ensure that both aspects are independently reviewed and agreed upon. Additionally, ensure that the clause aligns with any specific regulatory requirements applicable to the parties involved.