Contractual Clause Concerns

Summary

The conversation highlights concerns in various contractual clauses. Clause 3.3 emphasizes the importance of providing feedback within 5 business days to avoid automatic acceptance of deliverables. Clause 9.3 allows the use of your brand for promotional purposes unless you object in writing, potentially affecting your brands reputation. Clause 7.2 discusses the limitations and revocability of licenses, which could restrict your use of deliverables. Clause 7.3 requires compliance with conditions for using deliverables, impacting their accessibility. Clause 7.4 imposes strict usage restrictions, limiting flexibility in using, modifying, or integrating deliverables. Understanding these clauses is crucial for protecting your rights and interests in contractual agreements.

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what is the most concerning and why in this agreement: *.* Notification: If either party receives any request to disclose and/or intends to disclose all or any Confidential Information pursuant to clause *.*) above, that party agrees to consult the other before disclosing any such Confidential Information (provided it is not prohibited to do so by law). In so consulting, the disclosing party agrees that it will act reasonably and in good faith and will duly consider any representations the other party may make relating to the proposed disclosure or otherwise of such Confidential Information. *.* Publicity: We may use Your name, logos and trademarks and any Deliverables (that are not specifically stated on an Order Form to be Confidential Information) on our website, in sales materials for other potential clients and for other business purposes (such as proposals and tender documents). Please let us know in writing if you would prefer that We do not do this.
The most concerning part of this agreement is clause *.* Publicity. This clause allows the other party to use your name, logos, trademarks, and non-confidential deliverables for their own promotional purposes unless you explicitly object in writing. This could impact your brand and reputation.
Would you like more details on how to handle or negotiate this clause?
*. Intellectual property rights *.* Ownership of Intellectual Property Rights: Except where stated otherwise in this Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights belonging to the other party, or the other party’s licensors. *.* Our License to You: Subject to this Agreement, We grant You a: (a) limited, non-exclusive, non-transferable, revokable license, without right to sub-license to access and use the Deliverables specified on the Order Form, and (b) a limited, non-exclusive, non-transferable, revokable license, without right to sublicense, to host, store, copy, access, publish and otherwise use the Our Material which comprises any Deliverable for internal business purposes. Related Companies may benefit from Our License provided that You ensure that any such Related Companies comply with this Agreement and that You remain liable to Us for any acts and omissions of any Related Companies in breach of this Agreement.
The most concerning part of this agreement is the limitations and revocability of the licenses granted to you under clause *.*. These licenses are non-exclusive, non-transferable, and can be revoked, which could limit your use of the deliverables and materials.
Would you like more information on how to negotiate or handle this clause?
what is the most concerning here *.* Compliance Notices and Attribution: Your License to use the Deliverables is strictly subject to any conditions we place on that use as set out in the Order Form, and in particular the publication of any Compliance Notice and/or Attribution where any Deliverable will be made accessible to any User.
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The most concerning part of clause *.* is that your license to use the deliverables is subject to any conditions, including the publication of a Compliance Notice or Attribution. This means any deliverable you make accessible to users must comply with specified conditions, potentially impacting how you use the deliverables.
Would you like more information on how to handle or negotiate this clause?
what is most concerning here *.* Restrictions: With respect to the License granted to You under this Agreement, unless we agree otherwise, You may not: (a) reproduce, publish, display, distribute, sell, sublicense, transfer, rent, lease, publish, broadcast, share, loan, disclose or otherwise make available this Our Material or Deliverables to any third party; (b) reverse engineer, disassemble, decompile or otherwise attempt to derive source code, object code or underlying structure from the Our Material or Deliverables or any part of them; (c) modify, translate, adapt, alter or create derivative works based upon the Our Material or Deliverables or any part of them; (d) use Our Material or Deliverables for the purpose of creating or contributing to the creation of a competitive product; (f) use the Our Material or Deliverables for any purposes other than those explicitly stated in this Agreement; or .
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The most concerning part of clause *.* is that it imposes strict limitations on how you can use the materials and deliverables provided under the agreement. These restrictions can significantly limit your flexibility in using the deliverables for other purposes, modifying them, or integrating them into other products.
Would you like more detailed information on how to handle or negotiate these restrictions?