/Docs/G/HazardJ-Comment-WorldCC-Principles-CmA/MSA/0.md
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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.
    • Audit
      During the Term and for three (3) years thereafter, Supplier shall, at Company's request and without any additional charge, provide full and complete access during normal business hours to the offices, books and records of Supplier and its accountants for purposes of auditing any performance (including without limit employee screening and environmental compliance), compensation or reimbursement issue under this Agreement.
  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.
    • Data Security
      1. Personal Data Provided to Supplier
        In the event that Supplier accesses or otherwise Processes any Company Personal Data during its performance of the Agreement, it shall comply with the following obligations regarding Company Personal Data:
        1. Supplier shall view and Process Company Personal Data only to the extent necessary to perform this Agreement or upon Company's written instructions.
        2. Supplier undertakes to keep Company Personal Data confidential, and agrees to not disclose Company Personal Data to third parties without having first received express written approval from Company.  Supplier and Supplier's Personnel shall Process Company Personal Data only on a need-to-know basis, regarding the performance of this Agreement and any PO or SOW issued pursuant to this Agreement.
        3. Supplier shall implement technical and organizational measures to ensure the security and confidentiality of Company Personal Data in order to prevent, among other things:
          1. accidental, unauthorized or unlawful destruction, alteration, modification or loss of Company Personal Data;
          2. accidental, unauthorized or unlawful disclosure or access to Company Personal Data; and
          3. unlawful forms of Processing.
           The security measures taken by Supplier shall be in compliance with all applicable data protection regulations and shall be commensurate with the risks represented by the Processing and the nature of the Company Personal Data to be Processed, taking into consideration the state of the art security measures available to protect such data and the implementation costs of such measures. Supplier shall immediately inform Company of any breach of its security and confidentiality obligations under this Section.
        4. Supplier shall implement all measures necessary to ensure compliance by Supplier's Personnel with the obligations relating to Company Personal Data. Supplier shall require Supplier's Personnel, as a condition of having access to Company Personal Data, to sign individual confidentiality agreements in which they each agree individually to comply with the obligations of this Section of the Agreement. Schedule B of this Agreement shall be deemed an adequate form of confidentiality agreement. Company may also require Supplier to require Supplier's Personnel, as a condition of participating in specific assignments, to sign individual confidentiality agreements that are tailored for specific assignments.
        5. Supplier shall comply with all applicable laws and regulations on personal data protection. Supplier will process "Employment Data" consistent with the Company Employment Data Protection Standards, a copy of which are located at {P1.EmploymentDataPolicyURL} and may be requested from Company. In particular, if during the performance of this Agreement Supplier seeks to obtain Company Personal Data directly from Data Subjects: (i) Supplier must provide such Data Subjects with the information required by applicable law and regulation and when necessary, obtain the Data Subjects' consent to acquire such information; and (ii) except for Supplier's employees or subcontractors, Supplier must obtain Company's written approval of the information and consent language to be used by Supplier to gather such Company Personal Data from the Data Subjects.
        6. Upon termination of this Agreement, for whatever reason: (i) Supplier shall stop any processing of Company Personal Data and shall return to Company any copy and/or reproduction thereof, and (ii) these obligations regarding Company Personal Data shall remain in full force.
      2. Confidentiality
        1. Confidentiality Engagement
          Supplier and all Supplier Personnel shall maintain in confidence and safeguard all Proprietary Information. Supplier recognizes and acknowledges the confidential and proprietary nature of any Proprietary Information and acknowledges the irreparable harm that could result to Company if it is disclosed to a third party or used for unauthorized purposes without Company's prior written consent. Therefore, Supplier agrees, except as required by law:
          1. to protect the confidentiality of Company's Proprietary Information (including any notes, summaries, reports, analyses or other material derived by Supplier or Supplier Personnel in whole or in part from the Proprietary Information in whatever form maintained (collectively, "Notes"));
          2. to use the Proprietary Information and/or Notes only for the purposes of conducting business with Company in a manner contemplated by this Agreement; and
          3. to use the same degree of care as with its own confidential information, which shall be at least a reasonable standard of care, to prevent disclosure of the Proprietary Information and/or Notes, except to Supplier Personnel to the extent necessary to permit them to perform the Services as set forth in this Agreement.
        2. Advise Personnel
          Supplier further agrees that prior to disclosing any Proprietary Information to Supplier Personnel as set forth above, Supplier will:
          1. advise such Supplier Personnel of the confidential and proprietary nature of the Proprietary Information and Notes; and
          2. require them to sign the Secrecy and Inventions Agreement attached hereto as Schedule B.
        3. Injunctions
          Supplier agrees to be responsible for any breach of this Agreement by it or Supplier Personnel. Supplier acknowledges that money damages would not be a sufficient remedy for any breach of this Section. Accordingly, in the event of any such breach, in addition to any other remedies at law or in equity that Company may have, it shall be entitled to equitable relief, including injunctive relief or specific performance or both.
        4. Term of Confidentiality Engagements
          Obligations in this Section shall, with respect to each disclosure of Proprietary Information hereunder, continue for {Engage.Duration}. Nothing herein is intended to limit or abridge the protection of trade secrets under applicable trade secrets law, and trade secrets shall be maintained as such until they fall into the public domain.
        5. Return or Destruction of Information
          Upon completion or termination of this Agreement or upon request of Company, Supplier shall promptly:
          1. return all Proprietary Information disclosed to it; and
          2. destroy (with such destruction certified in writing by Supplier) all Notes, without retaining any copy thereof.
          No such termination of the Agreement or return or destruction of the Proprietary Information and/or Notes will affect the confidentiality obligations of Supplier or Supplier Personnel all of which will continue in effect as provided in this Agreement.
        6. Information Not Covered
          Notwithstanding the foregoing, the parties agree that Supplier's obligations with respect to handling, disclosing, reproducing and using such Proprietary Information are not applicable to any portion(s) of the Proprietary Information which:
          1. is or becomes generally available to the public other than as a result of disclosure by Supplier or Supplier's Representatives;
          2. was available on a non-confidential basis prior to its disclosure to Supplier and Supplier can verify such availability by written documentation;
          3. is or becomes available to Supplier on a non-confidential basis from a source other than the Company when such source is not, to the best of the Supplier's knowledge, subject to a confidentiality obligation with the Company: or
          4. was independently developed by Supplier or Supplier Personnel, without reference to the Proprietary Information, and Supplier can verify the development of such information by written documentation.
        7. Supplier Information
          Knowledge or information of any kind disclosed to Company shall be deemed to have been disclosed without financial or other obligation on the part of Company to hold the same in confidence, and Company shall have full right to use and disclose such information without any compensation beyond that specifically provided by this Agreement.
        8. Publicity
          In addition to the other confidentiality obligations under this Agreement, Supplier shall not make any announcement, take or release any photographs (except for its internal operation purposes for performing the Services) or release any information concerning this Agreement or any part thereof or with respect to its business relationship with Company to any member of the public or press, any business entity or official body except as required by applicable law, rule, injunction or administrative order, unless prior written consent is obtained from Company. If Supplier determines it is obligated by law or a governmental authority to make any such announcement or release, Supplier shall promptly notify Company and cooperate with Company to ensure that suitable confidentiality obligations are afforded such information.
        9. System Monitoring
          Supplier agrees that the Company may, at any time, without further consent, access and monitor any usage by Supplier or Supplier Personnel of any Company information, systems and resources, including without limitation: computers, computer software, electronic mail, online services, voicemail, facsimile machines, telephones and photocopiers.
  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.
    • Indemnities and Insurance
      1. General
        Supplier shall take all necessary precautions to prevent the occurrence of any injury to persons, property or the environment during the progress of work and ensure that Supplier Personnel neither pose a threat to Company’s safe work environment nor the integrity of its business operations. Except to the extent that any injury or damage is due solely and directly to Company, Supplier shall release, defend, hold harmless and indemnify Company, its directors, officers, employees, agents, representatives, successors and assigns against any and all suits, actions or proceedings, at law or in equity, and from any and all claims, demands, losses, judgments, damages, costs (including reasonable attorneys’ fees), fines, penalties, expenses or liabilities, including without limitation claims for personal injury or property or environmental damage, resulting from or in any way connected with any act or omission of Supplier Personnel, Supplier, its agents, employees or subcontractors, whether acting in the course of their employment or otherwise, in connection with, but not limited to, all of the representations, warranties or covenants contained in this Agreement. In addition, Supplier shall indemnify, defend and hold Company harmless from and against any claims, costs or expenses, including, but not limited to, reasonable attorneys' fees, arising out of or in connection with any employment claims, i.e., workers compensation, harassment or discrimination claims, or breaches of Sections 5.1, 13 or 14 or Schedule B hereto by Supplier or Supplier's Personnel. Supplier agrees to include this clause in all related subcontracts. Supplier further agrees to indemnify Company for any attorneys’ fees or other costs Company incurs in the event that Company has to file a lawsuit to enforce any indemnity or additional insured provisions of this Agreement.
      2. Intellectual Property
        Supplier shall indemnify, defend and hold Company harmless from any suit or proceeding brought against Company or its customers based on any claim that any Services, systems, article or apparatus, or any part thereof constituting Services and/or any deliverables furnished under this Agreement, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent, copyright or other Intellectual Property right. If notified promptly in writing and given authority, information and assistance, at Supplier's expense, for the defense of same, Supplier shall pay all damages, costs and expenses incurred or awarded therein, including, but not limited to, reasonable attorneys’ fees. If use of any systems, article, apparatus, part, device, process, Service and/or any deliverable is enjoined, Supplier shall, at its own expense and in the following order, subject to commercial practicality, either: a) procure for Company the right to continue using such Service, system, article or apparatus, part, device, process or deliverable; b) replace same with a non infringing equivalent; or c) remove such system, article or apparatus, part, device, process or deliverable or halt such Service and refund the purchase price and, if applicable, the transportation and installation costs thereof.
      3. Insurance Coverage
        During the Term of this Agreement, Supplier, shall at its own cost, obtain and keep in force for the benefit of Supplier and Company all insurance/and or bonds required by law and the following insurance to be issued by insurance carriers with a minimum rating in A.M. Best’s of A:VIII or better with minimum limits as set forth below:
        1. Worker’s Compensation and Employers Liability Insurance per statutory requirements.
        2. Commercial General Liability with minimum limits for Bodily Injury and Property Damage on an occurrence basis of: {General.Occur.$} per occurrence; {General.Total.$} aggregate.
        3. Business Automobile Liability Insurance covering all vehicles used in connection with the work and covering Bodily Injury and Property Damage with a minimum limit equal to: {Auto.Occur.$} per accident.
        4. Professional Errors and Omissions Insurance covering the activities of Supplier written on a "claims made” basis with a minimum limit equal to: {Prof.Occur.$} per occurrence.
      4. Additional Insurance Requirements
        1. Company shall be named as additional insured under the policies of insurance set forth in subsections 11.3.2-11.3.4 above for any and all purposes arising out of or connected to the Services.
        2. It is the intent of both parties to this Agreement that all insurance purchased by Supplier in compliance with this Agreement, will be primary to any other insurance owned, secured, or in place by Company, which insurance shall not be called upon by Supplier's insurer to contribute in any way. Supplier shall secure endorsements to this effect from all insurers of such policies.
        3. At Company’s request, Supplier shall furnish Company with certificates of insurance and with copies of original endorsements effecting coverage required by this clause. The certificates and endorsements shall identify Company as an additional insured and shall be signed by a person authorized by that insurer to bind coverage on its behalf. Company reserves the right to require complete, certified copies of all required insurance policies, at any time.
        4. All policies provided for herein shall expressly provide that such policies shall not be canceled, terminated or altered without sixty (60) days prior written notice to Company.
        5. All insurance specified in this section shall contain a waiver of subrogation in favor of the Company, its Affiliates and their respective employees for all losses and damages covered by the insurance required by this section.
  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).