Acme Corp (Wilmington, DE)
Standard enterprise MSA. Three material deviations from playbook: uncapped indemnification, 7-year data-retention, and a warranty disclaimer that overrides the SLA. Recommend counter on all three.
Supplier shall provide the Services described in each Order Form executed by the parties. Each Order Form will be governed by this Agreement and, in the event of conflict between an Order Form and this Agreement, . Supplier will perform the Services in accordance with industry-standard practice and any Service Level Agreement (SLA) specified in the applicable Order Form.
. Supplier does not warrant that the Services will be uninterrupted or error-free. Customer's sole and exclusive remedy for any breach of warranty is termination and a pro-rata refund of prepaid fees.
Supplier shall defend, indemnify, and hold harmless Customer and its Affiliates from any and all third-party claims arising out of or relating to the Services, , provided that Customer promptly notifies Supplier of any such claim and cooperates in the defense thereof.
Supplier will retain Customer Data for a period of , after which Customer Data will be securely deleted. During such retention period, Supplier may access Customer Data solely for the purposes of responding to legal process or as otherwise required by law.