WorldCC "Contract Principles" - with roughly matching provisions from a Master Services Agreement. (MSA provisions in grey.)
  1. Audit
    1. Company's Right To Audit
      1. Right to Audit
        The Company may audit the accounts and books of the Contractor which reasonably relate directly to the performance of obligations or work contemplated by this agreement and compliance with Laws at reasonable times and from time to time, not only during the continuance of this agreement, but for [7] years after the date of its termination, or final payment, whichever occurs last.
      2. Payment Errors
        If such audit or audits reveal any error or discrepancy of any nature whatever, such error or discrepancy will be promptly corrected and any amount owing or due to either the Company or the Contractor, will be promptly paid by the other party.
      3. Improper Payments
        If such audit or audits reveal any improper or illegal payment of any nature whatever, the Company may terminate this agreement immediately and to enforce any remedies available to the Company under this agreement or applicable law.
      4. Notice
        The Company shall have this right to audit the Contractor's accounts and records only after delivery of written notice to the person whose accounts and records are to be audited in accordance with the provisions for notices set forth in this agreement.
    2. Company's Right To Retain Records
      The Company has the right to make copies of documents audited and such copies are the property of the Company. All audit rights of the Company described herein are in addition to, and are not in any way in lieu of, all other rights of the Company in law or in equity.
  2. Data Security
    {_P1} shall maintain an information security system and protocol to protect {_P2}'s information from unauthorized access, disclosure or misuse. {_P1} shall
    1. maintain adequate physical controls and password protections for any server or system on which any Data may reside,
    2. encrypt any Data that is in transmission, and
    3. encrypt any Data located on any storage media.
  3. Indemnification
    1. Indemnification by {_P2}
      The {_P2} shall indemnify the {_P1} against all losses and expenses arising out of any proceeding:
      1. brought by either a third party or the {_P1}; and
      2. that arises out of any breach by the {_P2} of its obligations, representations, warranties, or covenants under this agreement.
    2. Mutual Indemnification
      Each party (as an "Indemnifying Party") shall indemnify the other (as an " Indemnified Party") against all losses arising out of any proceeding:
      1. brought by either a third party or an Indemnified Party; and
      2. that arises out of the Indemnifying Party's willful misconduct or gross negligence.
  4. Intellectual Property
    1. Preexisting Intellectual Property
      Each party will retain exclusive interest in and ownership of its Intellectual Property existing prior to this agreement or developed outside the scope of this agreement.
    2. Independently Developed Intellectual Property
      Any Intellectual Property developed solely by a party under this agreement without the participation of the other party is and will remain the sole and exclusive property of the developing party.
    3. Jointly Developed Intellectual Property
      In the event that the parties jointly develop Intellectual Property, the parties shall engage in good faith negotiations to establish their respective rights. In the event the parties cannot reach an agreement with regard to such jointly developed property, each party will have equal ownership and rights in such intellectual property, without further obligation and without a duty to account to the other party.
    4. Intellectual Property Definition
      "Intellectual Property" means any and all of the following in any jurisdiction throughout the world
      1. trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing;
      2. copyrights, including all applications and registrations related to the foregoing;
      3. trade secrets and confidential know-how;
      4. patents and patent applications;
      5. websites and internet domain name registrations;and
      6. other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).