Assignment

Question: 1

Contract Details:
• The contract is for the purchase of a software product from the vendor. It has the following clauses related to tenure and
technical support:
o “The contract has a term of one year and is automatically renewed for subsequent one-year terms unless either party
gives written notice of termination at least 30 days prior to the end of the then-current term.”
o “The vendor is responsible for providing ongoing technical support and maintenance for the software product during
the term of the contract.”
o “The vendor shall integrate the software with the Company's platform within 15 days of paying the total fee in
advance”

Questions:
1. What potential legal or business risks did you identify in the contract?
2. What changes or additions do you recommend to mitigate those risks and/or better protect our company's interests? Please
provide the redrafted terms accordingly.
3. How would you ensure that the vendor complies with the terms of the contract after it has been signed?
4. What steps would you take if the vendor breaches the contract?

Answers:
1. To list out, the potential risks that can arise are as:

a. The 30-day notice period for termination might be too short, particularly if the vendor has issues with the
software development and product or if the company wishes to switch to a different vendor.
b. Technical Support Obligations might be vague and inadequate without specifying the details of Agreement
and Disagreement clauses.
c. Integration timeline of 15 Days may be unrealistic and make the vendor hurriedly provide with software
containing ineffective or incomplete software.

2. The Recommended Changes are as follows:

a. . Automatic Renewal: Amend the automatic renewal clause to allow for a more flexible termination process,
providing your company with the ability to reassess the software product and vendor relationship
periodically. For example:
"The contract has an initial term of one year and will automatically renew for subsequent one-year terms unless either party
gives written notice of termination at least 60 days prior to the end of the then-current term. However, upon each renewal,
the vendor shall provide a detailed review of the software product, its performance, and any proposed changes in pricing,
terms, or conditions, which the company may consider before deciding on renewal."

b. Termination Notice Period: Extend the termination notice period to allow sufficient time for your company to
evaluate the software product and decide on termination. For example:
"Either party may terminate this agreement by providing written notice of termination at least 60 days prior to the end of the
then-current term."

c. Specific Technical Support Obligations: Clearly define the vendor's technical support and maintenance
obligations, including response times, issue resolution procedures, and regular software updates. For
example:
"During the term of the contract, the vendor shall provide technical support and maintenance for the software product. This
support shall include responding to support requests within [insert specific timeframe], resolving software issues in a timely
manner, and providing regular software updates, patches, and bug fixes. The vendor shall ensure that the software product
remains compatible with the Company's platform throughout the term of the contract."

d. Realistic Integration Timeline: Modify the integration timeline to reflect a reasonable timeframe for software
integration. For example:
"The vendor shall commence the integration of the software with the Company's platform within 15 days of receiving the total
fee in advance. The vendor shall use best efforts to complete the integration within [insert reasonable timeframe], taking into
account the complexity of the integration and any unforeseen technical challenges."

e. Inclusion of Performance Bank Guarantee: To avoid breach of contract, there can be an inclusion of
“Performance Bank Guarantee” valid for a term of 1 Year after termination of contract to ensure that the
vendor is obligated to comply with all the terms and conditions as well as they are financially bound risk
involved. The amount of this Bank Guarantee can be a percentage part of the order placed.
3. To ensure vendor compliance, consider the following steps:
a. Establish regular communication channels: Maintain open lines of communication with the vendor to discuss any issues
or concerns that may arise during the contract term.
b. Performance monitoring: Regularly monitor the vendor's performance, including their adherence to support response
times, issue resolution, and software updates.
c. Review reports and documentation: Request periodic reports from the vendor outlining their activities, support services
provided, and any updates or patches released.
d. Conduct periodic audits: Perform occasional audits to verify that the software product has been integrated as specified
and that the vendor is meeting their obligations.
4. If the vendor breaches the contract, the following steps can be taken:

a. Review the contract: Carefully review the terms and conditions of the contract to identify the specific provisions that
have been breached.
b. Document the breach: Gather evidence documenting the vendor's breach, such as correspondence, reports, or any
other relevant materials.
c. Issue a notice of breach: Send a formal notice to the vendor, specifying the breach and providing a reasonable period
for the vendor to rectify the breach.
d. Assess remedies: Evaluate the available remedies specified in the contract, such as termination, liquidated damages,
or other forms of compensation.
e. Attempt resolution: Initiate discussions with the vendor to seek a resolution. This may involve negotiating a
settlement, revising the contract, or seeking alternative arrangements.
f. Legal recourse: If a satisfactory resolution cannot be reached, consult legal counsel to explore further legal options,
such as filing a lawsuit or pursuing alternative dispute resolution methods, as outlined in the contract's dispute
resolution clause.
g. Encash the Bank Guarantee to minimize the damage and recover as much as it can.
Question: 2

Scenario Details:
Your Company sells a hardware product (“ABC Kit”) and the business team has approached you to draft terms and conditions for the
below scenario:

The business team is introducing a new option called “Reserve the Kit” through which the customer would be able to pay a token
amount to reserve the kit. The advantage of this option is that the customer can buy the kit in future at the price prevailing on the date
of reserving the kit. The token amount shall be refundable for a certain period beyond which the customer can’t utilise this amount
during the Kit purchase. You are free to define the process to raise the refund request.

Question:

1. What are the questions you’d ask the business team to get the full context and information in order to draft the terms and
conditions
2. Assuming answers to the questions, please draft the terms and conditions to be agreed by the Customer

Answers:

1. The Queries for our business teams will be as follows.

I. What is the purpose of introducing the "Reserve the Kit" option? Is it to provide customers with the opportunity to
secure the kit at a specific price?
II. What is the token amount that customers need to pay to reserve the kit? Is it a fixed amount or a percentage of the
total kit price?
III. What is the duration for which the token amount is refundable? Is there a specific time frame within which customers
must utilize the token amount towards the kit purchase?
IV. How will the price of the kit be determined at the time of purchase? Will it be based on the price prevailing on the
date of reserving the kit, or will it be based on the price at the time of actual purchase?
V. Is there a limit to the number of kits that can be reserved by a customer? Can a customer reserve multiple kits using
this option?
VI. Can the customer choose to cancel the reservation at any time? If so, what would be the process for cancellation and
the associated terms?
VII. Will the reserved kit be guaranteed to be available for purchase when the customer decides to buy it? Or are there
any circumstances under which the availability may be limited or unavailable?
VIII. Are there any specific terms or conditions regarding the refund request process? For example, should the customer
submit a formal request, provide proof of purchase, or follow any specific instructions?

2.
ABC Kit
"Reserve the Kit"
Terms and Conditions
a. General Terms:
i. The token amount reserved cannot be used for any other purchase and is non-transferable.
ii. The Company reserves the right to modify or cancel the "Reserve the Kit" option at any time without
prior notice.
iii. Availability of the ABC Kit for purchase is subject to stock availability and other factors beyond the
Company's control.

b. Kit Purchase:
i. During the reservation period, customers can purchase the reserved kit at the price prevailing on the
date of reservation.
ii. The customer must contact the Company to complete the purchase transaction within the
reservation period.
iii. If the customer fails to purchase the kit within the reservation period, the reservation will be
considered canceled, and the token amount will be forfeited.

c. Reservation Process:
 i. Customers have the option to reserve the ABC Kit by paying a token amount determined by the
Company.
ii. The token amount is payable at the time of reservation and is subject to acceptance by the Company.
iii. The reservation is considered confirmed once the token amount is successfully processed.

d. Reservation Period:
i. The reservation period is defined as the duration within which the customer can purchase the
reserved kit at the price prevailing on the date of reservation.
ii. The reservation period shall be communicated to the customer at the time of reservation.

e. Refund Policy:
i. The token amount paid for reservation is fully refundable within a specific refundable period, as
mentioned as. Refundable period: [180 days – 6 Months]
ii. To request a refund, the customer must raise a refund request through the Company's designated
customer support channel.
iii. Refund requests must be made within the refundable period, and any requests made beyond this
period will not be entertained.
iv. The refund will be processed within 7 days from the date of the refund request.
v. After the refundable period, the token amount becomes non-refundable and cannot be utilized
during the Kit purchase.

Given the time constraint, This is only a brief response to the queries raised. If allotted time, a detailed contract with elaborative terms
and conditions can be drafted with all possible descriptions and conditions necessary for agreement and supply terms.