Advanced Business Reading

Short Texts: Contracts Extracts

Read the short texts and choose the best answer for each question.


1.

Service Agreement: Termination Clause

In the event that either party wishes to terminate this agreement before the agreed-upon contract end date, a 60-day written notice is required. Should the termination be initiated by the service provider due to non-payment, services will be suspended immediately following the notice period, and the client will be liable for any outstanding fees plus a 10% penalty. Furthermore, any intellectual property created during the term of the contract remains the sole property of the service provider unless otherwise agreed in writing.

What happens to the intellectual property if the service agreement is terminated?

  1. It is transferred to the client upon termination of the contract.
  2. It remains the property of the service provider unless otherwise agreed in writing.
  3. It becomes the joint property of both the client and the service provider.

2.

Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement is valid for a period of five years from the date of execution. The receiving party agrees to refrain from disclosing any confidential information shared by the disclosing party to third parties without prior written consent. In the event of a breach of confidentiality, the disclosing party is entitled to seek injunctive relief and pursue damages for any losses incurred as a result of the breach. Furthermore, the receiving party acknowledges that the confidential information is provided on an "as is" basis, with no warranties implied.

What is the receiving party not entitled to claim regarding the confidential information?

  1. That the information comes with any warranties or guarantees.
  2. That the information was accurate and complete at the time of signing.
  3. That the information may be shared without consequences.

3.

Employee Agreement: Non-Compete Clause

The employee agrees not to engage in any business activity that directly competes with the employer's business for a period of 12 months following the termination of this employment agreement. This non-compete clause applies to both full-time and freelance work within the designated geographic region. Breach of this agreement will result in legal action, with the employer entitled to claim compensation equivalent to the revenue lost due to the employee's competing activity.

What type of work does the non-compete clause cover?

  1. Only full-time work, excluding freelance projects.
  2. Any work outside the region, including freelance contracts.
  3. Both full-time and freelance work within the specified region.

4.

Supply Agreement: Price Adjustment Clause

The supplier reserves the right to adjust pricing by up to 5% annually to reflect changes in market conditions or increases in raw material costs. Any price increase exceeding 5% will require the prior written consent of the client. In the event of significant inflation (as defined by a consumer price index increase of more than 8%), the supplier may request a pricing review, and both parties agree to negotiate in good faith to reach a mutually acceptable solution.

What must occur if the supplier wishes to increase prices by more than 5%?

  1. Both parties must agree to a new contract.
  2. The supplier must provide a written reason for this.
  3. The client must be both informed and in agreement.

5.

Confidentiality Agreement: Data Protection Clause

The receiving party agrees to implement all necessary measures to protect the confidentiality of the disclosed data, including encryption, secure storage, and restricted access protocols. Any data breach must be reported to the disclosing party within 24 hours of discovery. Failure to report a breach within this time frame will result in penalties, including potential termination of the agreement and compensation for any damages incurred by the disclosing party.

What is the penalty for failing to report a data breach on time?

  1. Possible termination of the agreement and compensation for damages.
  2. A penalty fee will be imposed, along with possible contract renegotiation.
  3. Access to data systems will be suspended until the breach is addressed.

6.

Partnership Agreement: Profit Sharing Clause

Under the terms of this partnership, net profits will be distributed equally between both parties after all operating expenses and taxes have been deducted. However, in the event that either party fails to meet its financial obligations, the other party has the right to withhold profit distributions until such obligations are fulfilled. Both parties are required to submit a detailed financial statement quarterly to ensure transparency in profit calculations.

What right does one party have if the other fails to meet financial obligations?

  1. The right to dissolve the partnership immediately.
  2. The right to adjust the profit-sharing percentage unilaterally.
  3. The right to withhold profit distributions until obligations are met.

7.

Consultancy Agreement: Deliverables Clause

The consultant agrees to provide the client with a series of deliverables, including a comprehensive market analysis, competitor benchmarking report, and a final strategy presentation. Each deliverable must be submitted on or before the agreed deadlines. In the event of a delay caused by the consultant, a 5% reduction in the consultant's fee will be applied for each day past the deadline. Both parties agree that any changes to the scope of work will require written approval and may result in additional fees.

What happens if the consultant submits deliverables late?

  1. The consultant must complete the work free of charge.
  2. A 5% fee reduction will be applied for each day past the deadline.
  3. The client can terminate the contract immediately without notice.

8.

Licensing Agreement: Renewal Clause

This licensing agreement is valid for an initial term of three years, with automatic renewal for subsequent one-year terms unless either party provides 90 days' written notice prior to the expiration of the current term. Any modifications to the terms of the agreement must be mutually agreed upon in writing before the renewal takes effect. The licensee retains the right to terminate the agreement early if the licensor fails to meet key performance indicators (KPIs) outlined in Appendix B.

When can the licensee terminate the agreement early?

  1. If the licensor fails to give 90 days' notice.
  2. If the licensee decides to switch to a different provider.
  3. If the licensor fails to maintain good performance.

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