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Written Assessment

 Please read the questions properly and answer in your own words as far as possible
 Please give reasons along with examples, wherever applicable
 Please do not use books, notes or mobile phones for your reference

1. a) For which situation(s) can the limit to liability be excluded? Please draft a standard liability
clause with such exclusions in place.
b) If the LoL clause mentioned above is part of the contract given to you for review, how would
you want to negotiate with the customer on this?

2. Please elucidate on the difference between a Benchmarking and a Most Favoured Customer
clause. Also, justify your position for acceptance/rejection of such contractual language with
appropriate illustrations.

3. Choose the correct option based on the provision mentioned hereunder. (With reasons)
a) Early Termination Penalty
b) Cancellation Right
c) Both

Requests for cancellations will be accepted only if confirmed in writing. Should a client cancel or
reschedule within 20 days prior to the agreed course start date, a fee equal to 35% of the agreed
day rates will be incurred.

4. Please draft a sample IP Indemnification clause to be inserted in a Software Licensing contract.


5. a) What do you understand by Direct and Indirect damages?
b) Between the following two options, which position will you recommend your Business Team
to accept and why?
(i) Liability of HPE is for damages (including direct, indirect & consequential damages)
capped at amount received by HPE for 4 months of work done as per the agreed SoW.
(ii) Liability of HPE limited to direct damages capped at amount received by HPE for 12
months of work done as per the agreed SoW. Neither party is responsible for any
indirect and/or consequential damages.

6. ‘This Agreement shall be effective as of March 20, 2016 and will continue in full force and effect
until March 19, 2020, unless terminated earlier by either party by giving sixty (30) days prior
written notice. The confidentiality obligations set forth herein shall continue for a period of five
(5) years following the termination of this Agreement; except that such confidentiality provisions
contained in this Agreement will apply to the techniques and processes disclosed pursuant to this
Agreement until the disclosing party indicates in writing to the receiving party that the
restrictions are released.’

Please outline the obligations on the Receiving Party.

7. ‘Customer shall be entitled to purchase from Vendor, any license, for that license fee equal to
Vendor’s then current list price for same, less a fifty percent (50%) discount, within six months
from the Effective Date of this Schedule.’

The above clause is making provision for:


a) Discount
b) Future Option/Price Hold
c) Both
d) Neither
Explain with reasons.

8. Following is a table outlining the SLA Requirements.

a) What do we mean by a Response, Restore and Resolve SLA?


b) Can we associate penalties/credits to these SLA requirements? Please illustrate.
9. Is there a difference between a Liquidated Damages clause and Service Credits/SLA Penalty
clause? Please illustrate with the help of examples.
10. Please explain the concept of ‘Revenue Recognition’. Would you consider a termination right as
a valid example?
11. Please draft a price change and price protection clause for the following information:
ABC Ltd. can increase prices/ change rates on the fourth anniversary of the Effective Date.