Cross Breach

Counterparts

In the following exemplar, the contractor agrees to engage in multiple agreements with a customer and related parties, provided that each such agreement is “siloed”, i.e., is treated as a separate and independent agreement. This is designed to prevent a “cross breach” that could permit the customer to assert rights against the contractor for a breach under a separate agreement with one of its affiliates.

Exemplar C19-1

Customer may allow its and its Affiliates’ employees, contractors, members, franchisees, service providers, or other designated end users (“Authorized Users”) to access and/ or use the Services under Customer’s subscription, provided their use is for Customer’s or Customer’s Affiliates’ benefit only. Any Affiliate of Customer may separately purchase Services subscriptions from Contractor (or a Contractor Affiliate) by executing an Order Form with Contractor that references this Agreement, creating a separate agreement between the Affiliate and Contractor, with the Affiliate treated as “Customer”. For clarification, Customer or Customer Affiliates have no rights under other Customer Affiliates’ agreement(s) and any breach or termination of such agreement(s) is not a breach or termination under any other agreement between a Contractor entity and another Customer entity.