Contract Review Key Considerations

Summary

When reviewing contracts, focus on termination clauses, payment terms, and dispute resolution. Ensure clarity on royalties, including usage percentage and subscriber pools. Verify audit rights to ensure accurate royalty payments. Limitation of liability clauses often exclude indirect or punitive damages, with exceptions for gross negligence or confidentiality breaches. Always check for hidden fees, interest rates, and automatic renewals. Consider consulting a legal professional for detailed advice.

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I have a few contracts that I want you to look over
****, I can provide general advice on contract-related issues. Are you looking for information on specific clauses, potential legal pitfalls, or something else in those contracts?
legal pitfalls, certain clauses, and money
Hi ****! When reviewing contracts, there are a few key areas to watch out for:
- Termination Clauses: Check how and under what conditions the contract can be terminated.
- Payment Terms: Ensure payment schedules, amounts, and penalties for late payment are clear.
- Dispute Resolution: Look for clauses on how disputes will be resolved.
- Confidentiality: Understand what information must be kept confidential and for how long.
Is there a specific clause or part of the contract you're unsure about?
money and fine print
****, when it comes to "money" and "fine print" in contracts, here are a few things to keep an eye on:
- Payment Terms: Ensure clear details on amounts, due dates, and penalties for late payments.
- Hidden Fees: Look for any additional charges that are not immediately obvious.
- Interest Rates: If applicable, verify the interest rates and how they are calculated.
- Automatic Renewals: Check if the contract renews automatically and under what conditions.
Is there a particular clause related to money that you need more information about?
(a) Royalties. In full and final consideration of the Licensed Rights, during any calendar quarter in which Licensee exploits the Licensed Rights, Licensee shall credit or pay to Licensor an amount equal to the sum of the following ((i) – (vvii), collectively, “Royalties”): (i) Licensor’s Usage Percentage multiplied by the product of (y) the total number of Monthly Hardware Subscribers; and (z) the Hardware Pool; * (ii) Licensor’s Usage Percentage multiplied by the product of (y) the total number of Monthly App Plus+ Subscribers; and (z) the App Plus+ Pool;
****, the royalty clause you've shared is quite detailed. Here are key points to consider:
- Usage Percentage: Ensure you understand how the "Usage Percentage" is calculated.
- Subscriber Pools: Verify how each subscriber type contributes to the royalty pools.
- Free Trials & Promotional Content: Be aware that no royalties are due for content offered as a free trial or promotional content.
Do you have any concerns about how these royalties are calculated or any specific scenario you need clarification on?
im concerned that I wont get the money Im owed
****, it sounds like your main concern is ensuring you're paid the royalties you're owed. Here are some steps you can take:
- Audit Rights: Check if the contract allows you to audit the Licensee's records to verify royalty calculations.
- Payment Terms: Ensure the payment schedule is clear and includes penalties for late payments.
- Dispute Resolution: Review how disputes over payments are handled.
Do you need more information on any of these points?
LIMITATION OF LIABILITY: EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION *(c) OF THIS AGREEMENT, OR DAMAGES ARISING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION * OR LICENSOR’S BREACH OF SECTION *, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY HEREUNDER FOR ANY AMOUNTS INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT. NO PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
****, the Limitation of Liability clause you shared is standard in many contracts to limit the amount of damages one party can claim from another. Here’s a breakdown:
- Indemnification Obligations: Exceptions for indemnification as detailed in Section *(c).
- Gross Negligence/Willful Misconduct: Exceptions for damages resulting from gross negligence or willful misconduct.
- Confidentiality Breach: Exceptions for breaches of confidentiality agreements.
- Breach of Section *: Specific exceptions for breaches detailed in Section *.
- Exclusions: No liability for indirect, special, incidental, exemplary, consequential, or punitive damages.
- No Additional Warranties: No further representations or warranties beyond what’s explicitly stated in the agreement.
Would you like more detailed information on any of these points?