Class activity
Download as DOCX, PDF0 likes21 views
The document discusses several pitfalls and risks associated with a software development contract, including safety standards, product liability, and termination terms. It outlines requirements for the developer to comply with occupational safety and health standards. It also describes what happens if an accident occurs after product launch, including how the developer can protect itself if safety systems were at fault. The document also includes standard contract clauses around payment obligations, intellectual property ownership, indemnification, warranties, and termination.
![Safety
Upon delivery of the first article under the contract or order, or if none, upon delivery of the first production
quantity, the supplier must execute a certification in a form acceptable to the contracting officer, attesting to
the conformance of the delivered items to the requirements of this clause.
Changes to Services
Change Orders. [PARTY B] may request changes to the [DELIVERABLE] by written notice to
[PARTY A].
Additional Time or Expense. If the proposed change will require a delay in delivery of
the [DELIVERABLE] or would result in additional expense,
[PARTY A] shall submit a proposal for the requested changes, detailing any added time and
expense, and
[PARTY B] may elect to either
withdraw its proposed change, or
require [PARYT A] to provide the [DELIVERABLE] with the proposed change, subject to
the delay and additional expense.
Termination. If [PARTY A] cannot, or chooses not to accept the change order, then [PARTY
B] may terminate this agreement and pay [PARTY A] any amounts it already owes under this
agreement.
Changes Made in Writing. If the parties agree to make changes to the [DELIVERABLE], the
parties shall make those changes in writing, signed by each party.
Effectof Termination
Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on
termination or expiration of this agreement, each party's rights and obligations under this
agreement will cease immediately.
Payment Obligations. Even after termination or expiration of this agreement, each party
shall
pay any amounts it owes to the other party, including payment obligations for services
already rendered, work already performed, goods already delivered, or expenses
already incurred, and
refund any payments received but not yet earned, including payments for services not
rendered, work not performed, or goods not delivered, expenses forwarded.
No Further Liability. On termination or expiration of this agreement, neither party
will be liable to the other party, except for liability
that arose before the termination or expiration of this agreement, or
arising after the termination or expiration of this agreement and in connection with
sections [CONFIDENTIALITY], [TAXES], or [TERMINATION].](https://image.slidesharecdn.com/classactivity-180509223752/85/Class-activity-2-320.jpg)
![Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s
request, [PARTY B] shall
return to [PARTY A] all originals of the information, documents, equipment, files, and
other property, including Intellectual Property, it received from [PARTY A],
destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and
other property, including Intellectual Property, it made, and
on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these
copies.
Indemnification
Indemnification by[PARTY B]. [PARTY A] (asan indemnifying party) shall indemnify [PARTY
B] (as an indemnified party) against all losses and expenses arising out of any proceeding
brought by either a third party, and
arising out of a claim that the [DELIVERABLE] infringes the third party's Intellectua l
Property rights.
Warranty (Construction)(March2006)
a. Unless otherw ise provided in the specifications, the supplier w arrants that all w orkis in accordance w ith
contract requirements and free from defective or inferior materials, equipment, and w orkmanship for 1 year
after the date of final acceptance under this contract.
b. If, w ithin the w arranty period, the contracting officer finds that w arranted w orkneeds to be repaired or changed
because the materials, equipment, or w orkmanship w ere inferior, defective, or not in accordance w ith the
contract terms, the supplier must promptly and w ithout additional expense to the Postal Service:
1. Place in a satisfactory condition all of the w arranted w ork;
2. Satisfactorily correct all damage to equipment, the site, the building, or its contents that is the result
of such unsatisfactory w ork; and
3. Satisfactorily correct any w ork, materials, or equipment disturbed in fulfilling the w arranty.
c. Should the supplier fail to proceed promptly in accordance w ith the w arranty, the Postal Service may have the
w orkperformed at the supplier’s expense.
d. The supplier must obtain each transferable guarantee or w arranty of equipment, materials, or installation
furnished by any manufacturer, supplier, or installer in the ordinary course of the business or trade. The
supplier must obtain and furnish to the Postal Service all information required to make any such guarantee or
w arranty legally binding and effective, and must submit both the information and the guarantee or w arranty to
the Postal Service in sufficient time to permit the Postal Service to meet any time limit requirements specified
in the guarantee or w arranty or, if no time limit is specified, before completion and acceptance of all w ork
under this contract.](https://image.slidesharecdn.com/classactivity-180509223752/85/Class-activity-3-320.jpg)
Class activity
- 1. Pitfalls of a Contract Name : ___________________ Guidelines* Question #1 :Suppose you are a vendor and you are required to sign a software development contract ( for a Robotics Software) .Explain your view points whether you will accept it or deny. If you are giving acceptance or denial, then explain it by giving reasons. Question #2 : Software is launched and accidents occurred, how will you protect yourself when you are in danger? On other hand you had given the acceptance to Safety and health standards. Safety and health standards Materials, supplies, articles, or equipment manufactured or furnished under this contract or order must conform to the Occupational Safety and Health Standards (or National federal or other nationally recognized standards apply) pursuant to authority in the Occupational Safety and Health Act of 1970 (OSHA), and to other safety and health requirements specified in this contract or order. __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ After launching a software Accident occurred : “An accident happened when an assembly robot jammed and stopped. The act of clearing the blockage caused the robot cycle to resume and the operator was injured. The control system was functioning reliably as specified but the design of the safety systems was at fault for allowing the robot to continue whilst the operator had access to the robot’s workspace.” __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________ __________________________________________________________________
- 2. Safety Upon delivery of the first article under the contract or order, or if none, upon delivery of the first production quantity, the supplier must execute a certification in a form acceptable to the contracting officer, attesting to the conformance of the delivered items to the requirements of this clause. Changes to Services Change Orders. [PARTY B] may request changes to the [DELIVERABLE] by written notice to [PARTY A]. Additional Time or Expense. If the proposed change will require a delay in delivery of the [DELIVERABLE] or would result in additional expense, [PARTY A] shall submit a proposal for the requested changes, detailing any added time and expense, and [PARTY B] may elect to either withdraw its proposed change, or require [PARYT A] to provide the [DELIVERABLE] with the proposed change, subject to the delay and additional expense. Termination. If [PARTY A] cannot, or chooses not to accept the change order, then [PARTY B] may terminate this agreement and pay [PARTY A] any amounts it already owes under this agreement. Changes Made in Writing. If the parties agree to make changes to the [DELIVERABLE], the parties shall make those changes in writing, signed by each party. Effectof Termination Termination of Obligations. Subject to paragraph [PAYMENT OBLIGATIONS], on termination or expiration of this agreement, each party's rights and obligations under this agreement will cease immediately. Payment Obligations. Even after termination or expiration of this agreement, each party shall pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded. No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability that arose before the termination or expiration of this agreement, or arising after the termination or expiration of this agreement and in connection with sections [CONFIDENTIALITY], [TAXES], or [TERMINATION].
- 3. Return of Property. On termination or expiration of this agreement, or on [PARTY A]'s request, [PARTY B] shall return to [PARTY A] all originals of the information, documents, equipment, files, and other property, including Intellectual Property, it received from [PARTY A], destroy all copies of [PARTY A]'s of the information, documents, equipment, files, and other property, including Intellectual Property, it made, and on [PARTY A]'s request, certify to [PARTY A] in writing that it destroyed all these copies. Indemnification Indemnification by[PARTY B]. [PARTY A] (asan indemnifying party) shall indemnify [PARTY B] (as an indemnified party) against all losses and expenses arising out of any proceeding brought by either a third party, and arising out of a claim that the [DELIVERABLE] infringes the third party's Intellectua l Property rights. Warranty (Construction)(March2006) a. Unless otherw ise provided in the specifications, the supplier w arrants that all w orkis in accordance w ith contract requirements and free from defective or inferior materials, equipment, and w orkmanship for 1 year after the date of final acceptance under this contract. b. If, w ithin the w arranty period, the contracting officer finds that w arranted w orkneeds to be repaired or changed because the materials, equipment, or w orkmanship w ere inferior, defective, or not in accordance w ith the contract terms, the supplier must promptly and w ithout additional expense to the Postal Service: 1. Place in a satisfactory condition all of the w arranted w ork; 2. Satisfactorily correct all damage to equipment, the site, the building, or its contents that is the result of such unsatisfactory w ork; and 3. Satisfactorily correct any w ork, materials, or equipment disturbed in fulfilling the w arranty. c. Should the supplier fail to proceed promptly in accordance w ith the w arranty, the Postal Service may have the w orkperformed at the supplier’s expense. d. The supplier must obtain each transferable guarantee or w arranty of equipment, materials, or installation furnished by any manufacturer, supplier, or installer in the ordinary course of the business or trade. The supplier must obtain and furnish to the Postal Service all information required to make any such guarantee or w arranty legally binding and effective, and must submit both the information and the guarantee or w arranty to the Postal Service in sufficient time to permit the Postal Service to meet any time limit requirements specified in the guarantee or w arranty or, if no time limit is specified, before completion and acceptance of all w ork under this contract.