TERMS AND CONDITIONS FOR TRANSACTION SERVICES
This Terms and Conditions (these “T&Cs”) supplement the order form executed by Intralinks and the Client (the “Order Form”) related to Transaction Services. These T&Cs and the Order Form are jointly referred to as the “Transaction Terms”.
The Transaction Terms are incorporated into and shall be governed by the Master Services Agreement set forth in the Order Form (the “MSA”). In the event of any inconsistency or conflict between the MSA and the Transaction Terms, the Transaction Terms shall prevail solely with respect to the Transaction Services. In the event of any inconsistency or conflict between these T&Cs and the Order Form, the Order Form shall prevail over these T&Cs.
All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the MSA or Order Form.
SCOPE OF SERVICES
1.1. Intralinks shall provide services related to non-disclosure agreements as requested by the Client in accordance with the guidelines set forth in the Order Form and as herein defined (“Transaction Services”):
1.1.1.Transaction Services for non-disclosure agreements (“NDA” or “NDA Services”) consists of: NDA management designed to facilitate the handling of NDAs throughout Client’s deal lifecycle. This includes tasks such as drafting, distributing, negotiating, revising, and collecting signed NDAs once completed.
1.2. A comprehensive playbook containing the specific requirements applicable to the NDA Services is required for the execution of the Services by Intralinks. Client’s approval of such playbook will be required prior to the initiation of the Services (“Playbook”).
1.3. Client acknowledges that the completion of the NDA Services is dependent on clear and timely instructions from the Client; and that the deliverables outlined in this Section and in the Order Form are based on Client making the NDA template/parameter sheet available and the parties agreeing on the Playbook (“Initial Scope”).
1.4. The “Final Scope” will be based on the actual number of NDA distributed and reviewed by the end the contractual term of the Order Form. Any addition may impact pricing and target timeline and will be subject to Intralinks’ prior consent. The Change Control Process may be required, on a case by case basis.
1.5. Expedited NDA Services might be available based on the length of the documents and specific Client’s requirements as determined during discovery/kick-off call. Expedited NDAs must be provided by 2 PM ET cut-off to qualify for the same business day turnaround time
CLIENT OBLIGATIONS
2.1 Client shall:
(a) assign a main point of contact and appropriate personnel to engage with Intralinks.
(b) ensure that meetings, which shall be conducted remotely unless otherwise agreed in writing, with Client’s designated third parties, shall not be unreasonably delayed or cancelled.
(c) respond without undue delay to Intralinks questions related to the provision of the Transaction Services.
(d) provide timely confirmation of receipt of the submitted deliverables and provide feedback as requested.
(e) grant Intralinks access to the relevant Exchange.
(f) provide Intralinks with samples of prior negotiated NDA templates. If samples are not available Intralinks will use Client’s NDA template to create the playbook.
2.2. Client further agrees to having a detailed working session to build the Playbook and acknowledges that the work cannot be initiated until the Playbook is fully approved by Client.
ADDITIONAL TERMS
3.1. Intralinks shall use commercially reasonable efforts to deliver and assist the Client with the Transaction Services in a professional manner within the agreed timeframe. However, Client acknowledges that Intralinks cannot provide any warranty that the deliverables will not be error free.
3.2. Services will be provided exclusively on weekdays (excluding Bank Holidays), from Monday through Friday, for a standard workweek of forty (40) hours, with eight (8) hours per day. Weekend work, or hours exceeding the forty-hour (40-hour) standard workweek, will be subject to a different rate than the standard rate outlined in the Order Form, and will require advance approval from Intralinks.
CHANGE CONTROL PROCESS
In the event either party requires changes to the scope of deliverables for Transaction Services, it shall provide the other party with written notification with as much detail as is reasonably practicable. Intralinks shall provide Client with a written proposal in relation to the relevant change request (“Change Control Order”), no later than five (5) business days after receiving or submitting such written notification, unless otherwise agreed in writing. Client shall review Intralinks’ Change Control Order without undue delay (but in any event no later than five (5) business days) after its receipt and shall either accept (with or without modifications) or reject the proposed Change Control Order. If the Parties agree to the proposed change request, each party shall sign the final Change Control Order.