Contracts Lawyers for Independence, Missouri

Hi there, A Cloud Services Agreement is a critical document that defines the relationship between your business and the cloud provider. To protect your business’s operations, data, and interests, the agreement should include several essential provisions. Here is a breakdown of the most important clauses to include: Key Provisions in a Cloud Services Agreement: Scope of Services: Clearly define what services will be provided—such as storage, computing, backup, analytics, or software hosting—and whether they include onboarding support or technical assistance. Service Level Agreements (SLAs): This outlines uptime guarantees, performance benchmarks, and penalties or credits if the provider fails to meet them. Look for commitments around downtime, latency, and response times. Data Ownership & Access Rights: Your agreement should state that you retain ownership of your data at all times and have the right to access, retrieve, or delete it when needed. Data Security & Compliance: The provider must implement industry-standard security measures. Make sure the agreement addresses encryption, access controls, data breach notification protocols, and compliance with relevant regulations (e.g., GDPR, HIPAA). Confidentiality: The agreement should include strong provisions to protect your confidential business information and trade secrets. Termination & Data Return: Specify what happens if you end the contract: How will your data be returned? How long will it be retained after termination? Will they securely delete all copies? Disaster Recovery & Backup: Ensure there are clear procedures for data backup, redundancy, and recovery in the event of a system failure or breach. Liability & Indemnification: Limit your liability while ensuring the provider is responsible for issues like data loss, service outages, or unauthorized access caused by their negligence. Pricing & Payment Terms: Include clear details on cost structure, billing frequency, overage charges, and whether pricing can change during the contract term. Subcontracting & Data Location: Ask whether your data will be handled by third-party vendors or stored in specific geographic locations—and make sure you’re comfortable with both. Having a well-drafted Cloud Services Agreement ensures your business transitions to the cloud securely and confidently. If you would like help reviewing or negotiating terms with a provider, I would be happy to assist. Best regards, Jerome Lucas Newell, Esq. Business & Technology Contracts Attorney

I do not consider myself an expert in this area, but a royalty agreement is a type of contract, and there are several things for you to know about contracts in general. In no particular order: 1. The terms of any contract can be negotiated; 2. Any time a company hands someone any type of contract the company wrote, almost all terms will favor the company and not the other party signing the contract; and 3. Any time one is considering signing a contract for any type of real value, it's best to have a contracts attorney review the contract, advise you, and help you negotiate terms that are more favorable to you. (I'm not trying to push work for attorneys - I'm suggesting this to protect you). If you were signing a contract to have a kid mow your lawn once a week, you typically would not need an attorney - but for something like this, you were wise to ask questions. You can find contracts attorneys through wsba.org, and looking through the Directory under "contracts" or of course through ContractsCounsel.com. Whatever attorney you hire for a consultation, review, advice, or negotiation for something so important, please be sure to look into the attorney's reviews, education, experience, etc, just like you would for any other "expensive employee." Good luck to you, and I wish you every success. As a PS, this type of contract is outside my wheelhouse - just posted these comments to try and be of help to you. Best, Merry

The following constitutes educational information, not legal advice: 1. Write the other party a letter by certified, return receipt mail - outline the ways in which the other party has been violating the contract, and give them a deadline for resolving the problem. Do not make any threats. 2. Carefully review your agreement and follow any provisions for dispute resolution, such as negotiation, medication, or arbitration. I suggest that in your approach, you emphasize that you believe that the other party is in breach of the contract, but make it clear that you would like to resolve the problem together - but that the other party has a deadline for doing so. If none of the above works, you may want to write another certified, return receipt letter stating that the other party is in breach of the agreement, and none of your reasonable efforts to resolve the matter have resolved the problem. You may want to state that at this point, the contract is now null and void. I recommend that you have a business contract attorney help you through this process - an another other than me. Good luck!

Contract Terms Govern Termination: In Texas, a freelance or independent contractor agreement is primarily governed by its written terms. If the contract includes a termination clause (for example, requiring 30 days’ notice or allowing immediate termination for cause), those provisions must be followed. Failing to adhere to agreed termination procedures (such as giving required notice or an opportunity to cure a default) can jeopardize the right to terminate and may itself breach the contract. Always review the contract’s termination and notice clauses first. At-Will Termination of Indefinite Contracts: If the freelance agreement does not specify a fixed duration or notice period (i.e. it’s an open-ended, indefinite contract), then under Texas law it is generally terminable at will by either party. In other words, when a contract contemplates ongoing, continuous services with no defined end date, either side may end the arrangement at any time. Texas courts do not favor contracts that bind parties in perpetuity and presume such indefinite agreements are terminable at will. (For example, an agreement for continuing services with no end date can usually be ended by either party without advance notice, absent a contractual notice requirement.) Fixed-Term Contracts and Wrongful Termination: If the freelance contract is for a set term or project and has no clause allowing early termination without notice, a party cannot unilaterally terminate it mid-term without potentially breaching the contract. Texas law only excuses a party from further performance (allows termination) if the other party materially breaches or repudiates the agreement. In plain terms, one side can end the contract for cause if the other side seriously fails to perform, but if there is no such cause and no contract right to terminate, ending the contract without notice would be a wrongful termination. The terminating party would then be liable for breach of contract, and the non-breaching party is entitled to damages. For instance, a client who fires a freelancer in violation of the contract’s terms could be required to pay for the work already completed or even lost profits as damages. Payment for Work Completed: Even when a contract is terminable at will or terminated without notice, the freelance worker should be paid for any services rendered up to the termination date. The non-breaching party can seek compensation for the work performed or costs incurred before termination. In the absence of a contractual notice period, a sudden termination is lawful if the contract is at-will, but the party who did the work can still recover the value of what was delivered. Bottom line: A freelance contract can be terminated without notice only if doing so is allowed by the contract or the law (e.g. an indefinite at-will arrangement). If a written agreement has specific termination or notice requirements, those must be honored in Texas. Terminating in violation of the contract (no notice when notice is required, or no cause when the contract doesn’t allow at-will termination) will put the terminating party in breach, subjecting them to liability. Always check the contract’s termination clause and Texas contract law before ending the relationship abruptly.

If you enter into a binding contract you have to honour the terms unless there was fraud, mistake or misrepresentation as a basis to set aside or renegotiate.