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Mutual NDA — Acme Corp & Vercel Inc.
PDF · 8 pages · Non-Disclosure Agreement
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Mutual NDA — Acme Corp & Vercel Inc.pdf
Global Playbook v4.2 · 4 rules checked
Disclosing Party
Acme Corp, Inc.
Receiving Party
Vercel Inc.
Effective Date
1 June 2026
Governing Law
Delaware, USA
Term
24 months
Type
Mutual NDA
1. Definitions and Interpretation
"Confidential Information" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged…
4. Limitation of Liability
Subject to clause 4.2, the obligations of each Party under this Agreement shall not limit their liability for breach.
4.1 The total aggregate liability of the Service Provider each Party in respect of all claims arising under this Agreement shall not exceed $5,000,000 shall be limited to fees paid in the preceding 12 months.
Rule L-08 (Liability Caps) · −18 pts
8. Indemnification
Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising out of breach of this Agreement or gross negligence…
10. Confidentiality Obligations
Each party agrees to hold the other party's Confidential Information in strict confidence and to take all reasonable precautions to protect such information.
10.3 The Receiving Party's obligations shall survive termination for two (2) years five (5) years.
Rule C-03 (Confidentiality Period) · −10 pts
12. Term and Termination
This Agreement shall commence on the Effective Date and continue for twenty-four (24) months unless earlier terminated in accordance with this clause.
12.1 Either party may terminate for convenience upon 30 days' 90 days' prior written notice.
Rule T-04 (Notice Periods) · −4 pts
14. Governing Law
This Agreement shall be governed by the laws of the State of Delaware. Any dispute shall be resolved by binding arbitration in Wilmington, Delaware.
Risk Compliance Score 3 violations
68 / 100
−32 pts from 1 high-impact and 2 medium violations.
Active Rules
Library
Exceptions
Rule L-08 Violation
Mandatory Liability Cap
−18 pts
"All agreements must cap liability at $1M or 12 months' fees unless approved by GC."
Detected
"…shall not exceed $5,000,000…"
Required
Rolling 12-month fee cap or $1M fixed. GC approval required for exceptions.
Rule C-03 Alert
Confidentiality Survival Period
−10 pts
"Post-termination confidentiality must survive for a minimum of 5 years."
Detected
"…shall survive…for a period of two (2) years."
Contract
2 Years
Rule Min
5 Years
Rule T-04 Alert
Termination Notice Period
−4 pts
"Convenience termination requires at least 90 days' notice."
Contract
30 Days
Rule Min
90 Days
Rule G-12 (Governing Law) — aligned +0
Standard SaaS Agreement
SaaS / Subscription Published
Instructions
Apply to all inbound SaaS agreements where Acme Corp is the customer. Prioritise liability and termination rules — flag any clause that deviates before routing to the GC. Confidentiality and IP sections must match the approved library exactly. Do not approve auto-renewal clauses exceeding 12 months without legal sign-off.
Rules (5)
Governing law specification
Flag for review if the governing law is not specified or is unclear. Every contract should clearly state which jurisdiction's laws apply.
Always applied
40
Aggregate liability cap
Total liability must not exceed the lesser of $1M or 12 months' fees. Any fixed cap above this threshold requires GC approval before signature.
Contract value > $50k
85
Confidentiality survival period
Post-termination confidentiality obligations must survive for a minimum of five (5) years. Flag any clause providing less than this.
Always applied
60
Termination notice period
Convenience termination requires a minimum of 90 days' written notice to ensure adequate operational handover. 30-day clauses must be escalated.
Always applied
40
Intellectual property ownership
All work product and deliverables created under the agreement must be assigned to the customer. Contractor retains no rights to pre-existing IP unless explicitly carved out.
Service contracts only
25
Document Content (4)
1
Confidentiality
Each party shall maintain the confidentiality of all information disclosed under this Agreement.
2
Term and Termination
This Agreement shall remain in effect for one (1) year unless terminated earlier in accordance with this section.
3
Limitation of Liability
Neither party shall be liable for indirect, incidental, or consequential damages arising under this Agreement.
4
Intellectual Property
All deliverables and work product created by the Provider shall vest in and be assigned to the Customer upon creation.
Legal Assets
Clause Library
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Categories
All Clauses 128
Indemnification 24
Termination 18
Confidentiality 32
Liability 12
Intellectual Property 42
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Standard Version
Mutual Non-Disclosure Agreement (MNDA)
"Each party acknowledges that the Confidential Information is the property of the Disclosing Party. The Receiving Party shall use at least the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Confidential Information…"
Oct 12, 2023
Standard Practice
View Details
Indemnification
Third-Party IP Indemnity
The Provider shall indemnify, defend, and hold harmless the Customer from and against any and all losses arising from third-party IP claims…
Updated 2d ago
Termination
Termination for Convenience
Either Party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' prior written notice…
Updated 1w ago
Liability
Aggregate Liability Cap
To the maximum extent permitted by applicable law, the total aggregate liability of either party for all claims shall not exceed…
Updated 3d ago
Liability
Force Majeure Standard Clause
Neither party shall be liable for any delay or failure to perform its obligations if such delay or failure results from events beyond its reasonable control…
Updated 3d ago
Data Protection
GDPR Compliance Clause
The Processor shall process Personal Data only on documented instructions from the Controller, including with regard to transfers of personal data…
Updated 1m ago
Confidentiality
Mutual Confidentiality Obligations
Each party agrees to hold the other party's Confidential Information in strict confidence using no less than reasonable care…
Updated 5d ago