MSA Comparison Dashboard

COUNTRY
SOW
STATUS
SUPPLIER
CATEGORY
SOW START
 DATE
BUSINESS
UNIT
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COUNTRY
SOW
STATUS
SUPPLIER
CATEGORY
SOW START
 DATE
BUSINESS
UNIT
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Present
Absent
Not Exhaustive
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Document 1
Document 2
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Compared to Standard Company Template

Present
Absent
Category
Contractual Clauses
Document 1
Document 2
1.0 Engagement
Description of Services
1.0 Engagement
1.0 Engagement
2.0 Definitions
Definitions of Key Terms
1.0 Engagement
1.0 Engagement
3.0 Term
Description of Term and Expiry
1.0 Engagement
1.0 Engagement
4.0 Termination

Termination for Convenience
Termination for Cause
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
5.0 Rights and Obligations Following Termination





Survival of Covenants and Agreements
Post-Termination Payments to Supplier
Work In Progress
Cooperation
1
1
1
1
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
6.0 Performance of Services



Standard of Services
Removal and Replacement of Supplier Employees
Reassignment by Supplier
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
7.0 Payment





Invoices
Payment
Taxes
Required Withholding
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement




8.0 Proprietary Rights





Work Product
Property Use
Work Made for Hire
License
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
9.0 Confidential Information

Confidentiality
Injunctive Relief
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
10.0 Supplier’s Warranties







Performance of Services
Non-Infringement
Capacity
Compliance with Laws
Debarment Certification
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
i
i
i
i
i
11.0 Indemnification

Client Indemnification of Supplier
Supplier Indemnification
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
12.0 Limitation of Liability
Liability Limitations
1.0 Engagement
1.0 Engagement
13.0 Relationship of the Parties





Independent Contractor
Status of Supplier Employees
Services
Affordable Care Act
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
14.0 On-Site Conduct and Security Requirements







On-Site Conduct
Background Security Measures
Security Policy for External Parties
Location
Audit
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
15.0 Assignment, Subcontracting and Successors

Assignment by Supplier
Assignment by Client
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
16.0 Miscellaneous



























Equal Employment Opportunity
Successors
Amendments in Writing
Performance Review
Right of Inspection
Insurance
Force Majeure
Governing Law, Jurisdiction and Venue
Severability
Agreement Not Exclusive
Non-Waiver
Publicity
Notices
Entire Agreement
Conflict With Statement Of Work
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
Schedule A Statement of Work
Template
1.0 Engagement
1.0 Engagement
Schedule B Supplier Qualification





Criminal History
Drug Testing
OFAC
Education Verification
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
Schedule C Insurance Requirements

















Minimum Scope and Limits of Insurance
Commercial General Liability (CGL)
UMBRELLA LIABILITY
BUSINESS AUTOMOBILE LIABILITY
WORKERS’ COMPENSATION AND EMPLOYERS' LIABILITY
PROFESSIONAL LIABILITY/ERRORS & OMISSIONS INSURANCE
NETWORK SECURITY (CYBER) AND PRIVACY LIABILITY
Fidelity Bond/Crime Coverage
Evidence of Insurance
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
1.0 Engagement
Contractual Clauses
Document 1
Document 2
Description of Services









Client and Supplier agree that Supplier will provide the Services at the rates that have been mutually agreed upon and on the terms and conditions set forth in this Agreement (including any Schedule attached hereto).







Company shall provide [TYPE OF SERVICES PROVIDED UNDER THIS AGREEMENT] services for purposes of [PURPOSE OF SERVICES] (“Services”) to the Client as described on one or more Statements of Work signed by Company and Client that reference this Agreement (“SOW” or “Statement of Work”).Company shall perform Services in a prompt manner and have the final [FINAL PRODUCT] or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.
Definitions of Key Terms













The term “Affiliate” means with respect to either party, any person or entity that either directly or indirectly controls, is controlled by, or is under common control with such person or entity, and, with respect to client, those entities in which it has an ownership interest.2.2 The term “Agreement” means this Agreement, together with all attached Schedules and any other documents made a part of this Agreement or incorporated by reference, including any written amendments which have been signed by the authorized representatives of the Parties.2.3 The term “Deliverable” means all Software, reports, manuals, documentation, work product, or other materials, goods, services and other items developed, delivered, or provided by Supplier or Supplier Employees to client as part of this Agreement.




The term “Sensitive Information” means (i) any “non-public personal information” as defined in Title V of the Gramm Leach Bliley Act and the privacy regulations adopted thereunder, (ii) any personal information of consumers or employees that is protected by applicable federal or state law, and (iii) any other proprietary or sensitive information received by Supplier pursuant to this Agreement.2.6 The term “Services” means the services, work, performance, tasks, reports, documentation, goods, and all other items provided under this Agreement by Supplier or any Supplier Employee to client. Such Services may be described in Schedule A attached hereto or any other Statement of Work added by mutual agreement of the parties.2.7 The term "Software" means all programs, programming, applications software, systems software, and all other software, including all supporting documentation and media, that perform specific user related data processing, data management, telecommunication and other tasks and actions, as well as all updates, enhancements, modifications, releases and derivative works thereof.
Description of Term and Expiry




The term of this Agreement will commence on the Effective Date and will continue for an initial term of three (3) years unless earlier terminated as provided below; provided, however, that the terms of this Agreement shall remain in effect coterminous with any active Statement of Work. This Agreement will be renewable by mutual written agreement of the parties.
Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, which in no event shall be later than [01/01/2017], and payment by client.
Termination for Convenience
Client may terminate this Agreement or any Statement of Work for convenience, without cause or penalty, upon ten (10) business days’ written notice. If client terminates for convenience under this Section, client will pay Supplier in accordance with subsection 5.2 “Post-Termination Payments to Supplier” below.
Termination for Cause









Either party may terminate this Agreement without penalty immediately upon written notice to the other party if:4.2.1 The other party breaches Sections 8.0 (Proprietary Rights) or 9.0 (Confidential Information) of this Agreement; or4.2.2 The other party files a voluntary or involuntary petition for bankruptcy, is liquidated or dissolved, becomes insolvent, or makes an assignment of a substantial portion of its assets for the benefit of creditors; or4.2.3 The other party fails to perform any material provision of this Agreement, provided that the terminating party will first give twenty (20) days written notice to the other party, and the other party will have the opportunity to attempt to correct its performance within such 20 day period.

Company shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client.In the event Company terminates the SOW prior to completion of Services, the Client shall pay Company the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit.Company will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Company above the deposit will be billed to Client and Client shall promptly pay. Upon settlement of funds due toCompany, all Client provided materials will be returned to Client and all Client use rights in the work in process as described in Section 9 will be transferred to Client.
Indemnification







Client shall indemnify and hold harmless Supplier and its Affiliates and their respective officers, directors, employees, members, partners, agents, successors and assigns from, and shall defend such parties against, any costs, liabilities, damages or expenses (including reasonable attorneys’ fees and amounts paid in settlement) arising out of or relating to:(i) claims or suits attributable to client’s breach of its confidentiality obligations contained in Section 9.0; or(ii) client’s willful misconduct or fraud.


Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding elements or materials provided by Client and incorporated into the Deliverable. Additionally, Client will defend, indemnify and hold Company harmless from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys’ fees and court costs) arising from or relating to any claims regarding Client’s unauthorized use of any music, images, or other materials comprising the Deliverable.
Limitation of Liability














EXCEPT AS PROVIDED IN THIS SECTION 12.0, (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT; AND (B) THE LIABILITY OF EACH PARTY TO THE OTHER PARTY UNDER THE AGREEMENT FOR DIRECT DAMAGES ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS PURSUANT TO THE AGREEMENT SHALL BE LIMITED IN THE AGGREGATE FOR ALL CLAIMS TO AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY EQUIFAX TO SUPPLIER UNDER THIS AGREEMENT DURING THE EIGHTEEN (18) CALENDAR MONTHS IMMEDIATELY PRECEDING A CLAIM, OR IF EIGHTEEN (18) MONTHS HAVE NOT ELAPSED IN THE TERM AT THE TIME OF A CLAIM, THE ESTIMATED CHARGES TO EQUIFAX FOR THE SERVICES AS SET FORTH IN THE STATEMENTS OF WORK DURING THE FIRST EIGHTEEN (18) MONTHS OF THE TERM. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO A PARTY’S BREACH OF SECTION 9.0 (CONFIDENTIAL INFORMATION) OR CLAIMS SUBJECT TO INDEMNITY PURSUANT TO SECTION 11.
COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO COMPANY HEREUNDER.