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Statement of Work
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Takedown Notice
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Clauses
[PARTY C]'s Consent
Abandonment
Abatement of Rent
Absence of Certain Changes or Events (Representation)
Acceptance
Acceptance and Rejection
Acceptance of Leased Premise or Equipment
Acceptance of Terms of Service
Access To Data
Access to Information (Covenant)
Accessibility of Website During Construction
Accessing and Correcting Your Information
Account
Account Security
Accounts and Records
Accounts Receivable (Representation)
Accuracy of Confidential Information (Representation)
Accuracy of Information Supplied (Representation)
Acknowledgement of Reasonableness
Acknowledgement of Securities Laws (Representation)
Acknowledgements
Acknowledgment of Contract Terms
Actions Requiring Approval
Actions Upon Approval
Additional Offices
Additional Parties
Additional Services
Adjourned Meetings
Adjournment
Adjustment of Purchase Price
Adjustments on Changes In Capitalization
Administration
Administration of Plan
Advancement of Expenses
Advertising Fee
Advice of Counsel
Advising Service Fees
Advisory Rights
After Acquired Property
Aggregation of Stock
Agreement to Vote
Allocation of Purchase Price
Alterations, Additions, and Improvements to Premise or Equipment
Alternative Proposals
Amendment
Amendment and Termination
Amendment to Underlying Agreement
Annual Meetings
Annual Physical Examination
Annual Report
Antitrust Filings (Covenant)
Appointment
Appraisal Rights
Appraisals
Approval of Signs
Arbitration
Arbitration Procedure
Assignee's Representations
Assignment
Assignment and Subletting of Lease
Assignment of Assets or Loans
Assignment of Deliverables
Assignment of Inventions
Assignment of Registration Rights
Assistance in Litigation
Assistant Officers
Assistant Secretary
Assumed Liabilities
Assumption of Liabilities
Attendance Rights
Attorney Fees
At-Will Employment
Audits for Securities Purposes
Authority and Enforceability (Representation)
Authority to Indemnify
Authorization for Priority
Authorization of Commissioner
Automobile Benefits
Availability of Products
Award
Award of Subcontract
Background Checks
Back-Up Data
Bank Accounts (Representations)
Bankruptcy
Bankruptcy, etc.
Bar Service
Bargain
Base Salary
Benefits Upon Termination For Any Reason
Best Efforts
Bid Delivery title
Binding Effect
Board Approvals
Board of Directors
Board Rights
Bonds
Bonds and Debentures
Bonus
Books and Records (Covenant)
Books and Records (Representation)
Bring-Down Representation
Budget
Bulk Sales Laws
Business At Meetings
Business Continuity and Disaster Recovery Plans
Business Transition Cooperation
Bylaws
California Do Not Track Disclosures
California Privacy Rights
Capital and Capital Accounts
Capital Contributions
Capital Stock
Capital Stock
Capitalization (Representation)
Capitalized Terms
Casualty and Eminent Domain
Cause
Certain Obligations of the Parties
Certain Payments
Certain Prohibited Payments
Certain Settlement Provisions
Certificate of Incorporation and Bylaws Representation
Chairman of the Board
Change in Control
Change in Control Compensation
Change to Event
Changes to Policy
Changes to Products
Changes to Services
Changes to Terms of Use
Changing Beneficiary
Checks, Drafts, etc.
Chief Executive Officer
Chief Financial Officer
Claims, Inquiries and Appeals
Clawback
Closing
Closing Conditions
Closing Date
Closing Deliverables
Closing Of Transfer Books
Closing Procedure
Code of Business Conduct and Ethics
Commission Compensation
Committees
Common Areas
Communications Between the Parties (Covenant)
Company Allocations
Company Car
Company Distributions
Company Indemnity
Company Shareholder Approval Meeting (Covenant)
Compensation of Agent
Compensation of Proxy
Compensation on Termination for Death, Cause, or Notice
Compliance with Export Laws (Covenant)
Compliance with Laws (Covenant)
Compliance with Laws (Representation)
Compliance with Policies
Condemnation
Condition of Premises
Conditions on Certain Payments
Conditions on Severance
Conditions Precedent to [PARTY]'s Obligations
Conditions Precedent to Obligations of the Buyer
Conditions Precedent to Obligations of the Seller
Conditions to Effectiveness
Conduct Of Meetings
Conduct of Stockholders' Meeting
Conduct of the Business
Confidential Information
Confidential Information Subject to Certain Privileges
Confidentiality Obligations
Conflict of Interest
Conflict of Interest
Conflict Of Interest Guidelines
Conflicting Amendments
Conflicts
Consent to Use of Data
Consideration
Consulting Services
Contact
Content
Continuing Effect
Contract Documents
Contractor Acknowledgements-title
Contractor Obligations Clause
Contractor Rate
Contractors' Personnel
Contracts
Contracts, Loans, Checks, and Deposits
Contribution
Control
Controller
Co-operation
Coordinate Dividends
Coordination with Third Parties
Copies of Licensed Software
Copyright Policy
Corporate Indemnification
Costs
Costs of Patent Maintenance
Counterparts
Covenant Not To Sue
Covenants
Covenants of the Company
Cure Period
Customer License
Customer Responsibilities
Customer Responsibilities
Customer Restrictions
Customer Use of Services
Customers and Suppliers (Representation)
D&O Coverage
D&O Liability Insurance
Damage Near End of Term
Damage or Destruction of Premise
Data Audit
Data Breach
Data Privacy
Data Protection
Death
Death of Executive
Debtor's Obligations
Decision Not to Pursue the Transaction
Decorations
Dedication
Default and Remedies
Default in Payment
Default of Lease
Deferred Compensation
Definition of Competition
Definition of Software
Definitions
Definitions - Acceptable Use Policy
Definitions Acceptable Use Policy
Delays or Omissions
Delegation Of Duties
Delisting (Covenant)
Delivery
Delivery Date
Deposit
Deposit of Escrow
Deposits
Description of Data
Designation of Proxy
Development
Development and Commercialization
Development Fees
Director Annual Meeting
Director Compensation
Director Liability
Director Manner of Acting
Director Meeting Notice
Director Meeting Quorum
Director Meeting Waiver of Notice
Director Participation by Electronic Means
Director Regular Meetings
Director Removal
Director Resignations
Director Special Meetings
Director Vacancies
Directors
Directors' Powers
Disbursements From Escrow Account
Disclaimers
DIshes and Utensils
Dispute Resolution
Disruptive or Abusive Activity
Distributor Use of Licensed Trademarks
Dividends
Domains
Due Execution
Duties Of Escrow Agent
Duty to Mitigate
EEOC and ADEA Claims
Effect of Consent
Effect of Default
Effect of Merger
Effect Of Section 280G
Effect of Termination
Effect of Transfer
Effect on Other Plans, Agreements and Benefits
Effective Date
Effectiveness of Release
Election Of Directors
Eligibility for Plan
Emergency Bylaws
Employee and Fringe Benefits
Employee Benefits (Representation)
Employee Cooperation
Employee Matters
Employment Position
Employment Rights and Duties
End of Agreement
End Text
End User Permitted Uses
End User Support
Enforceable
Engagement
Engagement
Entire Agreement
Entire Taking
Entry by Landlord onto Premise
Environmental Matters (Covenant)
Environmental Matters (Representation)
Equal Rights and Privileges
Equipment
Equitable Relief
Equity Compensation
ERISA Plan
Escrow Agent's Duties
Escrow Agent's Liability
Escrow of Source Code
Establish Escrow Account
Estoppel Certificates
European Patents
Evaluation Factors
Event Cancellation or Termination Fees
Event Details
Event Food
Event Personnel
Event Rentals
Event Security
Events of Default
Events Serving Alcohol
Exchange of Information
Excluded Assets
Excluded Liabilities
Exclusions From Indemnity
Exclusions from Warranty
Exclusive Remedy
Exclusivity (Covenant)
Exclusivity of Appointment
Execution of Documents
Executive Compensation and Bonuses
Executive Perquisites
Exemptions from Registration
Exercise of Voting Rights
Exercise Right to Purchase Shares
Exhibit A - Option Grants
Expansion Option
Expenses
Expenses of Registration
Expiration
Export Compliance
Export Control Laws (Representation)
Extension of Time
Facilities and Equipment
Failure to Comply with Lease
Failure to Pay Rent
Feedback
Fees
Fees
Final Proofreading
Financial Opinion (Representation)
Financial Statements (Covenant)
Financial Statements (Representation)
Financing
Financing (Representation)
FINRA Review
FINRA Review
Fiscal Year
Fixing Record Date
Forbearance
Forbearance Acknowledgements
Forbearance Period
Force Majeure
Forecasts
Formation
Formation Documents
Forms of Certificates
Franchisee Obligations
Franchisor Obligations
Free Trial
Frustration of Conditions Precedent
Funding for Plan
Further Assurances (Covenant)
Future Rights
Gender and Number
General Acceptance Policy
General Changes
General Counsel
General Manager
General Provisions Heading
General Release Acknowledgments
Gift Acceptance Committee
Gift Acceptance Procedure
Gift Defined
Good Reason
Governing Law
Government End User
Grant of Access
Grant of IP Security Interest
Grant of License
Grant of Proxy
Grant of Security Interest
Grant of Software License
Grant of Stock Options
Grant of Trademark License
Grant-Back License
Guaranteed Catering Minimum
Guests
Hazardous Materials
Headings
Hold Deliverable for Pickup
Holdover and Tenancy at Sufferance
Home Use
How We Use the Information
Identification of Copyrights
Identification of Infringing Works
Image Rights
Improvement Opportunities
Incapacity Due to Physical or Mental Illness
Incentive Compensation
Incorporation Information
Incorporation of Loan Documents
Incorporation of Software Code
Incorporation of Underlying Agreement
Indemnification
Indemnification
Indemnification Amendment
Indemnification Obligation
Indemnification Of Directors And Officers
Indemnification Of Employees
Indemnification Payment
Indemnification Procedure
Indemnification Third Party Action (Bylaws)
Indemnitee's Remedies
Indepdent Contractor Equipment and Materials
Independent Contractor
Independent Contractors
Independent Covenants
Independent Development
Independent Investigation (Representation)
Information Collection
Information Collection from Children Under 13
Information Rights
Information Sharing and Disclosure
Information to be Furnished
Information We Collect
Infringement and Litigation
Initial Franchise Fee
Inspection
Inspection and Audit of Books and Records
Inspection and Audit of Facilities and Employees
Inspection of Leased Premise or Equipment
Insurance (Covenant)
Insurance (Representation)
Intellectual Property (Representation)
Intellectual Property Definition
Intellectual Property Markings
Intellectual Property Ownership
Intellectual Property Rights
Intellectual Property Rights Clause
Internal Controls (Representation)
International Users
Interpretation
Intro Text
Introduction
Introduction and Scope of Policy
Inventions
Inventions Assigned to the United States
Inventions Retained and Licensed
Inventory (Representation)
Investment of Funds
Investment Representations (Representation)
IP Valid and Enforceable
Issuance
Joint and Several
Judgment
Jurisdiction and Venue
Jury Trial Waiver
Key Man Insurance
Key Terms
Labor Matters (Representation)
Landlord Consent Requried
Landlord Consent to Alterations
Landlord Insurance
Landlord Option to Repair
Landlord Property
Landlord Right to Cure
Landlord Right to Recapture
Landlord's Maintenance Obligation
Late or Non-Delivery of Premise
Late Payments
Lease Agreement
Lease Assignment
Lease Assumption
Lease Grant
Leftovers
Legal Counsel
Legal Representative
Legal Right
Legend (Covenant)
Legend (Representation)
Liability for Guests
License
License Rights
Licensee Efforts
Licensee Obligations
Licensor Obligations
Liens
Limitations on Indemnifaction
Limitations on Liability
Limited Warranty
Links
Links to Other Websites
Listing New Parent Stock
Loan Portfolio (Representation)
Loans
Locks and Keys
Lost or Destroyed Certificates
Maintenance
Maintenance Amendments
Maintenance and Repairs of Premise or Equipment
Maintenance Assistance
Maintenence
Management
Management of the Company
Management Right Transfer
Manner Of Giving Notice
Manner of Voting
Marking
Material Contracts (Covenant)
Material Contracts (Representation)
Medical Benefits
Meeting By Remote Communication
Member Rights and Obligations
Memberships
Menu Cost
Menu Selection
Merger Consideration
Minimum Purchase Quantity
Modification for Lender
Modification of Escrow Materials
Modifications Required for Financing
Monitoring and Assessment
Monitoring and Reporting
Mutual Acknowledgement
Nature of Representations
Network Security
New Products
No Actions Brought
No Admission of Liability
No Assignment of Claims
No Attachment
No Brokers (Representation)
No Clubbing Activities or Financing Lock-Ups
No Conflicts (Representation)
No Course of Dealing
No Dealings With OFAC Prohibited Parties (Covenant)
No Defaults (Representation)
No Duplication of Payments
No Duty to Mitigate
No Encumbrance (Covenant)
No Further Financing Required
No Infringement
No Legal Proceedings (Representation)
No License
No Malware
No Modification of Confidential Information
No Obligation
No Open Source
No Options
No Other Governmental Approvals (Representation)
No Other Obligations
No Other Representations (Representation)
No Ownership Interest
No Ownership of Company Stock (Representation)
No Prior Assignment
No Recourse
No Reliance
No Reverse Engineering
No Right of Employment
No Security Guarantees
No Seller Limitations
No Undisclosed Liabilities (Representation)
No Untrue Statements and Omissions (Representation)
No Warranties
Nomination Of Directors
Nonalienation of Benefits
Non-Cancellable Lease
Non-Competition Obligations
Non-Confidential Information
Non-Disclosure of Agreement
Non-Disclosure of Discussions
Non-Disclosure of Information
Non-Disparagement
Non-Exclusive Remedies
Non-Exclusivity of Rights
Non-Infringement (Representation)
Non-Merger
Non-PII Information
Non-Reliance on Company Estimates, Etc.
Non-Solicitation Obligations
Notice Of Adjournment
Notice of Disclosure
Notice of Events or Developments
Notice of Meetings
Notice Of Stockholder Business And Nominations
Notices
Notification and Defense of Claims
Notification and Response
Notification of Certain Matters (Covenant)
Notification of Disclosure
Notification of Inventions
Notification of New Employer
Notification of Unauthorized Disclosure
Novation
Number, Tenure and Qualification
Obligations and Activities of Business Associate
Obligations of Covered Entity
Offer
Offering Materials (Representation)
Offering Periods
Office and Support Staff
Officer Election, Term of Office and Qualifications
Officers
Officers and Directors of the Surviving Company
Officers Compensation
Officers General
Officers' Powers And Duties
Officers Removal
Officers Resignation
Officers Vacancies
Offices
Official DMCA Notice
Older Workers Benefit Protection Act
Operations
Operations of Merger Sub
Option to Purchase
Option to Renew
Orders
Organization
Organization; Party Status (Representation)
Original Work
Other Security Interest
Outside Activities
Ownership of Confidential Information
Ownership of Leased Premise or Equipment
Ownership of the Shares (Representation)
Packaging and Shipping
Paid Services
Paid Vacation
Parent Vote (Covenant)
Parking
Partial Taking
Participants' Creditor Status
Participation
Participation by Electronic Means
Participation in Company Plans
Participation in Competitive Proposals
Participation Procedure
Patent Assignment
Patriot Act Disclosure
Payment Clause
Payment of Benefits
Payment of Fees
Payment of Purchase Price
Payroll Deductions
Performance of Obligations
Performance Reviews
Period of Limitations
Permits (Representation)
Permits, Consents, and Other Authorizations (Covenant)
Permitted Disclosure
Permitted Transfers
Permitted Uses and Disclosures of PHI
Permitted Uses of Content
Permitted Uses of Leased Premise or Equipment
Permitted Uses of Software
Personal Property
Personal Property Taxes
Personnel Providing Services
Pets
Place of Meetings
Power of Attorney
Powers
Powers Coupled with Interest
Powers of Attorney (Representation)
Preamble
Preemptive Rights
Preliminary Prospectus
Preparation Expenses
Preparation of Proposal
President
Presumption of Assent
Presumptions and Effects of Certain Proceedings
Pricing
Primary Responsibility
Principal Office
Privacy
Probation
Proceeds from Collateral
Product Activation
Product Field Actions
Product Materials
Product Service
Profit, Loss, and Distribution
Progress Report and Commercialization Plan
Prohibited Activities
Prohibited Activities
Prohibited Content
Prohibited Use of Content
Prohibited Use of the Services
Prohibited Uses of Premise
Project Description
Project Milestones
Promotion, Marketing, and Advertising
Promotions
Property Ownership
Property Taxes
Proposal
Proposal Overview
Proposal Requirements
Provide Content In A Suitable Format
Provision of Systems
Provisions Relating to Parachute Payments
Proxies
Proxy Resignation
Publications
Publicity (Covenant)
Purchase and Sale
Purchase and Supply
Purchase Orders
Purchase Price
Purchase, Service, or License
Purpose
Purpose
Quality
Quality Control
Quiet Enjoyment of Premise or Equipment
Quorum
Radon Gas Disclosure
Ratification
Real Estate
Real Property (Representation)
Recalls
Recipient's Use Of Data
Recordation of Lease
Recordation of Security Interest
Recovery of Damages
Reduction in Indemnification
Reformation or Blue-Pencil
Registered Office
Registered Stockholders
Registration and Maintenance of Intellectual Property
Registration Rights
Regulatory Compliance (Representation)
Regulatory Matters
Reinstatement of Security Interest
Related Party Transactions (Representation)
Relationship of Licensor and Licensee
Relationship of Parties
Release (Covenant)
Release of Claims
Release of Escrow
Reliance on Information to Third-Parties
Relocation Expenses
Remedies
Remedies After Default of Lease
Remedies Cumulative
Removal Request
Renewals
Rent Payment
Reorganization (Representation)
Reporting Status (Covenant)
Representations
Required Changes
Required Disclosure
Requirements of Termination
Reseller License Grants
Reseller Obligations
Resignation And Removal Of Escrow Agent
Response Request
Responsibility for Affiliate, Subsidiary, and Child Obligations
Restrictions on Distributor
Restrictions on Future Agreements
Restrictions on Transfer
Restructuring
Retention of Employees (Covenant)
Retirement
Retirement Benefits
Return of Confidential Information
Return of Personal Information
Return of Property (Covenant)
Return of Property (Representation)
Returns of Defective Products
Review of Gifts
Revocation
RFP and Project Timeline
Right of First Offer/Right of First Refusal
Right of First Refusal on Additional Premises
Right to Customer Content
Right to Expand
Right to Purchase Shares
Right to Revoke
Rights of Landlord
Risk Management Instruments
Risk of Loss to Leased Equipment
Royalties
Royalty Fee
Rule 144 Reporting
Rule 16b-3 Exemptions
Rules and Regulations
Salary Upon Termination For Any Reason
Sale, Transfer, etc.
Schedules and Exhibits
Scope
Scope of Work
Seal
SEC Reports (Representation)
Secretary
Section 409A of Code
Securities Laws (Covenant)
Security
Security and Access
Security and Crisis Management
Security Credit Agreement
Security Deposit
Security for Obligations
Security Interest
Security Interest Absolute
Security Measures
Security of Your Information
Security on Obligations
Selection, Format, Design, and Updating
Service Charge
Service Levels
Service Levels
Service Ownership
Services
Set-Offs
Severability
Severance Benefits
Share Certificates
Share Splits, Share Dividends, etc.
Shareholder Litigation
Shareholder Meetings
Shareholder Rights
Shareholders' Representative
Shares of Another Company
Signature Block
Signatures
Signing Bonus
Software
Software and Hardware Warranty
Software Installation
Software Training
Software Updates and Maintenance
Solvency (Representation)
Source of Payments
SOW Change Management
SOW Client Tasks
SOW Completion
SOW Expenses
SOW Fees
SOW Overview
SOW Payment
SOW Personnel
SOW Project Management
SOW Project Plan
SOW Supplier Tasks
Special Meetings
Specifications
Standard of Care
Standard Terms and Conditions
Standards of Transition Services
Standstill
State Takeover Laws
Statement Clause
Statement of Agreement
Statement of Agreement - Multilateral Agreement
Statement of Good Faith Belief
Statements of Work
Stock Ledger
Stock Regulations
Stock Sold by Other Firms
Stock Subject to Plan
Stockholder Approval
Stockholder Approval (Covenant)
Subcontracting
Subdistributors
Sub-licensing
Subordinate Officers
Subordination
Subrogation
Subsequent Legislation
Subsidiaries (Representation)
Substance of Amendment
Substantive Changes
Successors in Interest
Sufficiency of Assets (Representation)
Sufficient Funds (Representation)
Supplement Disclosures (Covenant)
Supplier's Adherence to Standards
Supply and Purchase of Products
Support Fees
Support Renewal
Support Services
Support Services
Surrender of Leased Premises or Equipment
Survival
Survival of Payment Obligations
Survival of Representations
Suspension of Subscription or Service
Takeover Laws
Tangible Assets
Tax Gross-Up
Tax Matters (Covenant)
Taxes (Representation)
Taxes and Withholding
Tax-Exempt Organizations
Technology Transfer
Temporary Taking
Tenant Improvements
Tenant Insurance
Tenant's Maintenance Obligation
Term
Termination
Termination Certificate
Termination Fee
Termination of Employment
Terms of Engagement
Terms of Services
Testing and Acceptance
The Merger
Third Party Beneficiaries
Third Party Content
Third Party Software
Time is of the Essence
Timing
Title
Title and Risk of Loss
Title to Assets
Tolling
Total Destruction
Transfer
Transfer Agents and Registrars
Transfer of Company Common Stock Owned by Parent (Covenants)
Transfer of Interest
Transfer of Shares
Transfer Premium
Transfer Taxes
Transferability
Transfers
Transfers
Transportation Clause
Treasurer
Treatment of Company's Indebtedness (Covenant)
Trial, Evaluation, and Beta
Unauthorized Use; False Information
Unlawful Activities
Unsecured Obligation
Updates
Use of Information
Use of Legal Counsel
Use of Name
Use of Site
Use Or Incorporation Of Inventions
User Conduct
User Content
User Obligations
User Settings
Utilities and Services
Valuation of Stock Options
Verification of Escrow Materials
Vesting
Vice-Chairman of the Board
Vice-Presidents
Vote Required to Take Action
Voting
Voting Discretion
Voting Lists
Voting of Other Securities (Covenant)
Waiver
Waiver of Notice
Waiver of Subrogation
Warranty of Title
Web Hosting
Website Credit and Promotion
Website Design
Withdrawal
Work Made for Hire
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