The Provider will agree to provide the services for the duration specified. Additionally the Provider warrants that it will not breach third party intellectual rights. As drafted the customer will use the services to be provided on an exclusive basis.
Subject to payment of fees, a non-exclusive non-transferable license to use the services and related software/intellectual property is granted (ownership of rights in software/intellectual property is reserved however). Rights to decompile software are not granted except in the context of assisting interoperability with other software (as permitted by mandatory effect of law).
The customer agrees to maintain reasonable security in relation to access to the services. Payment provisions are included and may be adapted to suit the necessary final agreement on the matter.
The warranties in the contract may be amended depending on the perspective of the party presenting it. Possible provisions may include a warranty as to the right to grant the license to use the services, limitations of liability for third party provided connectivity and the duty to insure.
The limitation of liability clause reflects statutory requirements as regards death and personal injury (caused by use of the services). Other wording gives the provider protection for actions for consequential, direct, pure economic and other similar losses, as well as for loss of data. A fixed cap on the amount of damages for losses caused by the provider is also included as well as further levels of protection.
In the event of legal action against the customer by a third party for breach of intellectual property rights, the Provider will defend or settle the action and will be liable to pay any final judgement. Should it become clear that such a claim may be made in relation to the services, the Provider may alter or replace the services so as not to cause any infringement.
The Provider will not be liable for intellectual property infringement claims based on combined use of the services with third party services/software, use of the services in breach of the agreement or in the event of customer misconduct or negligence.
Mutual indemnities are included for breach of the agreement and resulting legal costs (these are subject to any limitations of liability).
Extensive clauses exist for termination, for example for misuse of the services, legal requirement to cease, serious financial/insolvency problems and material breach of contract.
Other clauses give protection in respect of confidential information, data protection and breach of contract caused by circumstances outside of the control of the relevant party. Additionally, a dispute resolution procedure has been included. This will not preclude litigation but will give an opportunity for a cheaper method of resolving problems.