Contract Review Suggestions
Summary
The contract for development and production services between MEGABYTES CIRCUIT SYSTEMS and Aviot Industries Inc. Should clearly define the scope of work, deliverables, and compensation terms. Ensure all intellectual property rights are transferred to the client and confidentiality is maintained. Consider adding a warranty clause before the limitation of liability clause. The governing law should include both India and Canada, with jurisdiction mutually agreed upon.Full Conversation
Yes please
Sure, here are some more detailed suggestions for the specific clauses in your contract:
- **Scope of Work:**
- Clearly define what constitutes the "Product" and any specific requirements or milestones.
- Include a clause for handling changes in the scope of work.
- **Deliverables:**
- Specify dates or intervals for periodic updates.
- Define criteria for acceptance of deliverables.
- **Compensation:**
- Clearly state the consequences if the minimum order is not met.
- Include payment methods and currency details.
- **Intellectual Property Rights:**
- Confirm that all necessary rights and licenses are transferred to the client.
- Include a clause addressing any pre-existing IP.
- **Confidentiality:**
- Define what is considered confidential information.
- State the duration of the confidentiality obligation.
- **Governing Law:**
- Confirm both parties agree to resolve disputes under Indian law.
- Specify the jurisdiction for any legal proceedings.
Would you like more suggestions on any other specific clauses or any additional details?
Is there any need for miscellaneous clause?. Warranty ?
Including a **Miscellaneous Clause** can help address various issues not covered elsewhere in the contract. Additionally, a **Warranty Clause** ensures clarity on the responsibility for product quality and performance.
Miscellaneous Clause:
- **Severability**: If any provision is found invalid, the rest remain effective.
- **Notice**: How and where notices should be sent.
- **Entire Agreement**: Asserts that this document constitutes the entire agreement.
Warranty Clause:
- **Product Warranty**: Defines the terms of warranty for the products delivered.
- **Duration**: Specifies the warranty period.
- **Exclusions**: Lists what is not covered under the warranty.
Would you like more details on these clauses or any specific aspect of the warranty?
Where should the warranty clause fall ?
The **Warranty Clause** should generally be placed before the **Limitation of Liability Clause**. This ensures that the terms of the warranty are clearly defined before any limitations on liability are addressed. Here is how you can structure it:
*. Scope of Work
*. Deliverables
*. Compensation
*. Intellectual Property Rights
*. Confidentiality
*. **Warranty**
*. Limitation of Liability
*. Force Majeure
*. Governing Law
*. Amendments
*. **Miscellaneous**
Would you like more information on how to draft the warranty clause?
Governing law, can you include India and Canada ? Because my company office is at Canada
Certainly. Here’s an updated version of the Governing Law clause to include both India and Canada:
*. Governing Law
- This Contract is governed by the laws of India and Canada.
- Any disputes arising under this Contract shall be subject to the jurisdiction of the courts in both India and Canada, as mutually agreed upon by the parties.
Would you like more detailed suggestions on any other specific clauses?
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